SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Henry Francis Aaron (Last) (First) (Middle) 2828 NORTH HARWOOD STREET, 15TH FLOOR (Street) DALLAS TX 75201 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol MONEYGRAM INTERNATIONAL INC [ MGI ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) EVP, GC & Corporate Secretary
	3. Date of Earliest Transaction (Month/Day/Year) 02/24/2014
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/24/2014		A		42,916(1)	A	$0.00	103,646(2)	D
Common Stock	02/24/2014		F		1,640(3)	D	$20.08(4)	102,006(5)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents the number of shares of common stock issuable upon vesting of 21,458 time-based RSUs and the target number of shares of common stock eligible to be issued upon vesting of 21,458 performance-based RSUs. The time-based RSUs vest in 3 equal installments on each anniversary of the grant date. The performance-based RSUs vest upon achieving certain performance goals, with up to 50% of such performance-based RSUs vesting if certain revenue targets from "self-service" transactions are achieved upon completion of the fiscal year ending 12/31/2016, and with up to 50% of such performance-based RSUs vesting if certain Adjusted EBITDA growth performance goals are achieved over the three year period ending 12/31/2016. No performance-based RSUs will vest unless a certain threshold goal of Adjusted EBITDA growth is achieved, and the "self-service" revenue performance-based RSUs are subject to a separate threshold requirement for a minimum amount of "self-service" revenue.

2. Includes 60,730 shares that may be issued upon vesting of previously granted performance-based restricted stock units.

3. Represents the number of shares withheld for the payment of tax liabilities in connection with the vesting of 4,194 performance-based RSUs that were granted on 11/17/2011 (502 RSUs), 07/16/2012 (1,417 RSUs) and 08/21/2012 (2,275 RSUs). The Human Resources and Nominating Committee of the Board made the determination that such RSUs vested on 02/24/2014, based on the achievement of certain performance goals for the period from 01/01/2012 through 12/31/2013. 1,208, 3,419 and 5,489, respectfully, performance-based RSUs remain eligible for vesting under such awards upon achieving the target performance goal over the performance period of 01/01/2012 through 12/31/2014. If the target performance goal is not met but a certain threshold is achieved, or if a maximum performance goal is achieved, the reporting person will be entitled to from 50% up to 200% of the target number of RSUs, less the number of RSUs that vested for the period between 01/01/2012 through 12/31/2013.

4. The price was determined based on the closing price of $20.08 per share of MoneyGram International, Inc.'s common stock on 02/24/2014.

5. Includes 56,536 shares that may be issued upon vesting of previously granted performance-based restricted stock units.

Remarks:

	/s/ Corinna Ulrich, attorney-in-fact	02/26/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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