Filing Details

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13D

1	NAMES OF REPORTING PERSONS
	Thomas H. Lee Advisors, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			-0-*
		8	SHARED VOTING POWER
			5,276,236*
		9	SOLE DISPOSITIVE POWER
			-0-*
		10	SHARED DISPOSITIVE POWER
			5,276,236*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	5,276,236*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☒
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	8.50%*†
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

*See Item 5. Includes shares directly owned by THL Managers VI, LLC, Thomas H. Lee Equity Fund VI, L.P., Thomas H. Lee Parallel Fund VI, L.P., Thomas H. Lee Parallel (DT) Fund VI, L.P., THL Equity Fund VI Investors (MoneyGram), LLC, THL Coinvestment Partners, L.P., THL Operating Partners, L.P., Great-West Investors L.P. and Putnam Investments Employees’ Securities Company III LLC.

Based on 62,062,481 shares of common stock outstanding as of November 1, 2019, as reported in the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 6, 2019.

13D

*See Item 5. Includes shares directly owned by THL Managers VI, LLC, Thomas H. Lee Equity Fund VI, L.P., Thomas H. Lee Parallel Fund VI, L.P., Thomas H. Lee Parallel (DT) Fund VI, L.P., THL Equity Fund VI Investors (MoneyGram), LLC, THL Coinvestment Partners, L.P., THL Operating Partners, L.P., Great-West Investors L.P. and Putnam Investments Employees’ Securities Company III LLC.

† Based on 62,062,481 shares of common stock outstanding as of November 1, 2019, as reported in the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 6, 2019.

13D

*See Item 5. Includes shares directly owned by THL Managers VI, LLC, Thomas H. Lee Equity Fund VI, L.P., Thomas H. Lee Parallel Fund VI, L.P., Thomas H. Lee Parallel (DT) Fund VI, L.P., THL Equity Fund VI Investors (MoneyGram), LLC, THL Coinvestment Partners, L.P., THL Operating Partners, L.P., Great-West Investors L.P. and Putnam Investments Employees’ Securities Company III LLC.

† Based on 62,062,481 shares of common stock outstanding as of November 1, 2019, as reported in the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 6, 2019.

13D

*See Item 5. Includes shares directly owned by Thomas H. Lee Equity Fund VI, L.P., Thomas H. Lee Parallel Fund VI, L.P., Thomas H. Lee Parallel (DT) Fund VI, L.P., and THL Equity Fund VI Investors (MoneyGram), LLC.

† Based on 62,062,481 shares of common stock outstanding as of November 1, 2019, as reported in the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 6, 2019.

13D

*See Item 5.

† Based on 62,062,481 shares of common stock outstanding as of November 1, 2019, as reported in the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 6, 2019.

13D

*See Item 5.

† Based on 62,062,481 shares of common stock outstanding as of November 1, 2019, as reported in the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 6, 2019.

13D

*See Item 5.

† Based on 62,062,481 shares of common stock outstanding as of November 1, 2019, as reported in the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 6, 2019.

13D

*See Item 5.

† Based on 62,062,481 shares of common stock outstanding as of November 1, 2019, as reported in the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 6, 2019.

13D

*See Item 5.

† Based on 62,062,481 shares of common stock outstanding as of November 1, 2019, as reported in the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 6, 2019.

13D

*See Item 5.

† Based on 62,062,481 shares of common stock outstanding as of November 1, 2019, as reported in the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 6, 2019.

13D

*See Item 5.

† Based on 62,062,481 shares of common stock outstanding as of November 1, 2019, as reported in the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 6, 2019.

13D

*See Item 5.

† Based on 62,062,481 shares of common stock outstanding as of November 1, 2019, as reported in the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 6, 2019.

13D

*See Item 5. Includes shares directly owned by Putnam Investments Employees’ Securities Company III LLC.

† Based on 62,062,481 shares of common stock outstanding as of November 1, 2019, as reported in the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 6, 2019.

13D

*See Item 5.

† Based on 62,062,481 shares of common stock outstanding as of November 1, 2019, as reported in the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 6, 2019.

Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

As previously disclosed by the Company, on November 12, 2019, certain of the Reporting Persons made a distribution in kind, on a pro rata basis, for no additional consideration, of: 18,461,622 shares of Common Stock to certain limited partners of such Reporting Persons; and 5,246,230 shares of Common Stock to the general partner and certain affiliates of such Reporting Persons, which shares are subject to a 15-trading day lock-up period.

Item 5 of the Schedule 13D is hereby amended and supplemented as follows:

(a)(b)  The responses of the Reporting Persons to Rows (7) through (13) of the cover pages of this Amendment No. 12 as of November 14, 2019, are incorporated herein by reference.  As of November 14, 2019, the Reporting Persons collectively may be deemed to beneficially own 5,276,236 shares, which constitute 8.50% of the Common Stock outstanding (based on 62,062,481 shares of Common Stock outstanding as of November 1, 2019, as reported in the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 6, 2019 (the “Outstanding Shares”)).  By virtue of the relationships among the Reporting Persons described herein, the Reporting Persons may be deemed to share beneficial ownership with respect to the shares reported herein. Except to the extent of a pecuniary interest therein, each of the Reporting Persons expressly disclaims the existence of such beneficial ownership, except: (1) Advisors does not disclaim beneficial ownership of shares held by the THL Coinvest Entities; (2) Putnam Holdings does not disclaim beneficial ownership of shares held by Putnam; and (3) Great-West does not disclaim beneficial ownership of shares held by Putnam III and Putnam Holdings.

 

As of November 14, 2019, the Reporting Persons beneficially own the number of shares as set forth in the table below.

 

On account of the Amended and Restated Shareholders Agreement, dated as of March 17, 2008, the Reporting Persons may be deemed to be members of a “group,” within the meaning of Section 13(d)(3) of the Exchange Act, with Goldman Sachs.  As of November 14, 2019, in the aggregate the Reporting Persons and Goldman Sachs beneficially own 14,224,622 shares of Common Stock, representing 20.04% of the Common Stock outstanding.  This is based on (i) Goldman Sachs beneficially owning 38,152 shares of Common Stock and 8,910,234 shares of Common Stock issuable upon conversion of the Series D Stock, as reported by the Company in its 2019 Proxy Statement and (ii) 70,972,715 shares of Common Stock outstanding (calculated as the number of Outstanding Shares plus 8,910,234 shares of Common Stock issuable to Goldman Sachs upon conversion of the Series D Stock).

 

On account of the Ripple Letter Agreement, the Reporting Persons may be deemed to be members of a “group,” within the meaning of Section 13(d)(3) of the Exchange Act, with Ripple.  As of November 14, 2019, in the aggregate the Reporting Persons and Ripple beneficially own 11,507,131 shares of Common Stock, representing 18.36% of the Common Stock outstanding.  This is based on (i) Ripple beneficially owning 5,610,923 shares of Common Stock and 619,972 shares of Common Stock issuable upon partial exercise of a warrant, as disclosed by Ripple in its Schedule 13D filed with the SEC on June 27, 2019 (the “Ripple 13D”) and (ii) 62,682,453 shares of Common Stock outstanding (calculated as the number of Outstanding Shares plus 619,972 shares of Common Stock issuable to Ripple upon partial exercise of a warrant).

 

The Reporting Persons disclaim beneficial ownership of the securities owned by Goldman Sachs and Ripple. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that the Reporting Persons or any of their respective affiliates are the beneficial owners of any of securities beneficially owned by Goldman Sachs or Ripple for purposes of Section 13(d) of the Exchange Act or for any other purpose.

 

(c) Other than as disclosed in Item 4 of this Amendment No. 12, none of the Reporting Persons has effected any transaction in the Shares in the 60 days prior to November 14, 2019.

 

(d) Under certain circumstances, partners or members of a Reporting Person, as the case may be, could have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares of Common Stock owned by such Reporting Person.

(e) Not applicable.

 

 

Item 6 of the Schedule 13D is hereby amended and supplemented as follows:

The response to Item 4 of this Amendment No. 12 is incorporated herein by reference.

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: November 14, 2019

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