Filing Details
- Accession Number:
- 0000895345-20-000880
- Form Type:
- 13D Filing
- Publication Date:
- 2020-08-14 17:29:25
- Filed By:
- Goldman Sachs Group Inc
- Company:
- Moneygram International Inc (NASDAQ:MGI)
- Filing Date:
- 2020-08-14
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| The Goldman Sachs Group, Inc | 0 | 4,596 | 0 | 4,596 | 4,596,436 | 6.3% |
| Goldman Sachs Co | 0 | 4,152,067 | 0 | 4,152,067 | 4,152,067 | 5.7% |
| GSCP VI Advisors | 0 | 1,655,343 | 0 | 1,655,343 | 1,655,343 | 2.3% |
| GS Capital Partners VI Fund | 0 | 1,655,343 | 0 | 1,655,343 | 1,655,343 | 2.3 % |
| GS Advisors VI | 0 | 514,021 | 0 | 514,021 | 514,021 | 0.7 % |
| GSCP VI Offshore Advisors | 0 | 1,376,857 | 0 | 1,376,857 | 1,376,857 | 1.9 % |
| GS Capital Partners VI Offshore Fund | 0 | 1,376,857 | 0 | 1,376,857 | 1,376,857 | 1.9% |
| Goldman, Sachs Management GP GmbH | 0 | 58,831 | 0 | 58,831 | 58,831 | 0.1% |
| GS Capital Partners VI Parallel | 0 | 455,190 | 0 | 455,190 | 455,190 | 0.6 % |
| GS Capital Partners VI GmbH Co. KG | 0 | 58,831 | 0 | 58,831 | 58,831 | 0 .1% |
| GSMP V Onshore US, Ltd | 0 | 216,773 | 0 | 216,773 | 216,773 | 0 .3% |
| GS Mezzanine Partners V Onshore Fund | 0 | 216,773 | 0 | 216,773 | 216,773 | 0 .3% |
| GS Mezzanine Partners V Onshore Fund | 0 | 216,773 | 0 | 216,773 | 216,773 | 0 .3% |
| GSMP V Institutional US, Ltd | 0 | 22,872 | 0 | 22,872 | 22,872 | 0 .03% |
| GS Mezzanine Partners V Institutional Fund | 0 | 22,872 | 0 | 22,872 | 22,872 | 0 .03% |
| GS Mezzanine Partners V Institutional Fund | 0 | 22,872 | 0 | 22,872 | 22,872 | 0.03% |
| GSMP V Offshore US, Ltd | 0 | 327,999 | 0 | 327,999 | 327,999 | 0.5% |
| GS Mezzanine Partners V Offshore Fund | 0 | 327,999 | 0 | 327,999 | 327,999 | 0.5% |
| GS Mezzanine Partners V Offshore Fund | 0 | 327,999 | 0 | 327,999 | 327,999 | 0.5% |
| Broad Street Principal Investments | 0 | 318,912 | 0 | 318,912 | 318,912 | 0.4% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 11)
MoneyGram International, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
60935Y208
(CUSIP Number)
David S. Thomas, Esq.
Goldman Sachs & Co. LLC
200 West Street
New York, New York 10282-2198
(212) 902-1000
With a copy to:
Robert C. Schwenkel, Esq.
David L. Shaw, Esq.
Fried, Frank, Harris, Shriver & Jacobson LLP
One New York Plaza
New York, NY 10004
(212) 859-8000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
August 12, 2020
(Date of Event which Requires Filing of this Statement)
If the Reporting Person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or
13d-1(g), check the following box [ ].
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 60935Y208 | SCHEDULE 13D | Page 2 of 28 Pages |
| 1 | NAMES OF REPORTING PERSONS | | | ||
| The Goldman Sachs Group, Inc. | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
| (b) | ☒ | ||||
| | | ||||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
| AF, WC, 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 | | | ||
| 4,596,436 | | | |||
| | | ||||
| 9 | SOLE DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 10 | SHARED DISPOSITIVE POWER | | | ||
| 4,596,436 | | | |||
| | | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 4,596,436 | | | |||
| | | ||||
| 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) | | | ||
| 6.3% (1) | | | |||
| | | ||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| | | | |||
| | | ||||
____________________
(1) All calculations of percentage ownership in this Schedule 13D are based upon a total of 72,474,412 shares of Common Stock outstanding, which is the sum of (a) 63,564,178 shares of Common Stock
outstanding as of July 29, 2020, as reported in the Company’s Quarterly Report on Form 10-Q filed with the SEC on July 31, 2020, plus (b) 8,910,234 shares of Common Stock issuable upon the conversion by a
holder other than the Reporting Persons or their affiliates, subject to certain limitations, of the 71,281.9038 shares of Series D Participating Convertible Preferred Stock of the Issuer, outstanding as of July 31, 2020, issued pursuant to the
Recapitalization Agreement and held by the Reporting Persons. The shares of Series D participating Convertible Preferred Stock held by the Reporting Persons do not vote as a class with the Common Stock.
| CUSIP No. 60935Y208 | SCHEDULE 13D | Page 3 of 28 Pages |
| 1 | NAMES OF REPORTING PERSONS | | | ||
| Goldman Sachs & Co. LLC | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
| (b) | ☒ | ||||
| | | ||||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
| AF, WC, 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 | | | ||
| New York | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
| 0 | | | |||
| | | ||||
| 8 | SHARED VOTING POWER | | | ||
| 4,152,067 | | | |||
| | | ||||
| 9 | SOLE DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 10 | SHARED DISPOSITIVE POWER | | | ||
| 4,152,067 | | | |||
| | | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 4,152,067 | | | |||
| | | ||||
| 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) | | | ||
| 5.7% | | | |||
| | | ||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| | | | |||
| | | ||||
| CUSIP No. 60935Y208 | SCHEDULE 13D | Page 4 of 28 Pages |
| 1 | NAMES OF REPORTING PERSONS | | | ||
| GSCP VI Advisors, L.L.C. | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
| (b) | ☒ | ||||
| | | ||||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
| AF | | | |||
| | | ||||
| 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 | | | ||
| 1,655,343 | | | |||
| | | ||||
| 9 | SOLE DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 10 | SHARED DISPOSITIVE POWER | | | ||
| 1,655,343 | | | |||
| | | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 1,655,343 | | | |||
| | | ||||
| 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) | | | ||
| 2.3% | | | |||
| | | ||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| | | | |||
| | | ||||
| CUSIP No. 60935Y208 | SCHEDULE 13D | Page 5 of 28 Pages |
| 1 | NAMES OF REPORTING PERSONS | | | ||
| GS Capital Partners VI Fund, L.P. | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
| (b) | ☒ | ||||
| | | ||||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
| WC | | | |||
| | | ||||
| 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 Submission Notification Subject: ACCEPTED FORM TYPE SC 13D/A (0000895345-20-000879)
Date: 14-Aug-2020 15:34
THE FOLLOWING SUBMISSION HAS BEEN ACCEPTED BY THE U.S. SECURITIES AND EXCHANGE
COMMISSION.
*** TEST FILING *** NOT AN OFFICIAL FILING *** TEST FILING ***
COMPANY: MONEYGRAM INTERNATIONAL INC
FORM TYPE: SC 13D/A NUMBER OF DOCUMENTS: 1
RECEIVED DATE: 14-Aug-2020 15:34 ACCEPTED DATE: 14-Aug-2020 15:34
TEST FILING: YES CONFIRMING COPY: NO
ACCESSION NUMBER: 0000895345-20-000879
FILE NUMBER(S):
1. None.
THE PASSWORD FOR LOGIN CIK 0000895345 WILL EXPIRE 27-Jan-2021 08:10.
PLEASE REFER TO THE ACCESSION NUMBER LISTED ABOVE FOR FUTURE INQUIRIES.
SUBJECT COMPANY(S):
1. CIK: 0001273931
COMPANY: MONEYGRAM INTERNATIONAL INC
FORM TYPE: SC 13D/A
FILE NUMBER(S):
1. None.
FILED BY:
2. CIK: 0000886982
FILER: GOLDMAN SACHS GROUP INC
------------------------------- NOTICE ---------------------------------
URGENT: Verify that all of your addresses on the EDGAR database are
correct. An incorrect address in the EDGAR Accounting Contact Name
and Address information may result in your fee Account Activity
Statement being returned to the SEC as undeliverable. Please correct
outdated addresses via the EDGAR filing website.
The EDGAR system is available to receive and process filings from
6:00 a.m. to 10:00 p.m. Eastern Time on business days. Filer Support
staff members are available to respond to requests for assistance from
9:00 a.m. to 5:30 p.m. Eastern Time.
We strongly encourage you to visit the Filing Website at
https://www.edgarfiling.sec.gov. You can download our current version
of the EDGARLink/Windows software and templates, the Filer Manual,
receive on-line help, and access Frequently Asked Questions.
| | | |||
| | | ||||
| 8 | SHARED VOTING POWER | | | ||
| 1,655,343 | | | |||
| | | ||||
| 9 | SOLE DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 10 | SHARED DISPOSITIVE POWER | | | ||
| 1,655,343 | | | |||
| | | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 1,655,343 | | | |||
| | | ||||
| 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) | | | ||
| 2.3% | | | |||
| | | ||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| | | | |||
| | | ||||
| CUSIP No. 60935Y208 | SCHEDULE 13D | Page 6 of 28 Pages |
| 1 | NAMES OF REPORTING PERSONS | | | ||
| GS Advisors VI, L.L.C. | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
| (b) | ☒ | ||||
| | | ||||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
| AF | | | |||
| | | ||||
| 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 | | | ||
| 514,021 | | | |||
| | | ||||
| 9 | SOLE DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 10 | SHARED DISPOSITIVE POWER | | | ||
| 514,021 | | | |||
| | | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 514,021 | | | |||
| | | ||||
| 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) | | | ||
| 0.7% | | | |||
| | | ||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| | | | |||
| | | ||||
| CUSIP No. 60935Y208 | SCHEDULE 13D | Page 7of 28 Pages |
| 1 | NAMES OF REPORTING PERSONS | | | ||
| GSCP VI Offshore Advisors, L.L.C. | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
| (b) | ☒ | ||||
| | | ||||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
| AF | | | |||
| | | ||||
| 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 | | | ||
| 1,376,857 | | | |||
| | | ||||
| 9 | SOLE DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 10 | SHARED DISPOSITIVE POWER | | | ||
| 1,376,857 | | | |||
| | | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 1,376,857 | | | |||
| | | ||||
| 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) | | | ||
| 1.9% | | | |||
| | | ||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| | | | |||
| | | ||||
| CUSIP No. 60935Y208 | SCHEDULE 13D | Page 8 of 28 Pages |
| 1 | NAMES OF REPORTING PERSONS | | | ||
| GS Capital Partners VI Offshore Fund, L.P. | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
| (b) | ☒ | ||||
| | | ||||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
| WC | | | |||
| | | ||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ | ||
| | | | |||
| | | ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| Cayman Islands | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
| 0 | | | |||
| | | ||||
| 8 | SHARED VOTING POWER | | | ||
| 1,376,857 | | | |||
| | | ||||
| 9 | SOLE DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 10 | SHARED DISPOSITIVE POWER | | | ||
| 1,376,857 | | | |||
| | | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 1,376,857 | | | |||
| | | ||||
| 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) | | | ||
| 1.9% | | | |||
| | | ||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| | | | |||
| | | ||||
| CUSIP No. 60935Y208 | SCHEDULE 13D | Page 9 of 28 Pages |
| 1 | NAMES OF REPORTING PERSONS | | | ||
| Goldman, Sachs Management GP GmbH | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
| (b) | ☒ | ||||
| | | ||||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
| AF | | | |||
| | | ||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ | ||
| | | | |||
| | | ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| Germany | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
| 0 | | | |||
| | | ||||
| 8 | SHARED VOTING POWER | | | ||
| 58,831 | | | |||
| | | ||||
| 9 | SOLE DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 10 | SHARED DISPOSITIVE POWER | | | ||
| 58,831 | | | |||
| | | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 58,831 | | | |||
| | | ||||
| 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) | | | ||
| 0.1% | | | |||
| | | ||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| | | | |||
| | | ||||
| CUSIP No. 60935Y208 | SCHEDULE 13D | Page 10 of 28 Pages |
| 1 | NAMES OF REPORTING PERSONS | | | ||
| GS Capital Partners VI Parallel, L.P. | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
| (b) | ☒ | ||||
| | | ||||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
| WC | | | |||
| | | ||||
| 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 | | | ||
| 455,190 | | | |||
| | | ||||
| 9 | SOLE DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 10 | SHARED DISPOSITIVE POWER | | | ||
| 455,190 | | | |||
| | | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 455,190 | | | |||
| | | ||||
| 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) | | | ||
| 0.6% | | | |||
| | | ||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| | | | |||
| | | ||||
| CUSIP No. 60935Y208 | SCHEDULE 13D | Page 11 of 28 Pages |
| 1 | NAMES OF REPORTING PERSONS | | | ||
| GS Capital Partners VI GmbH & Co. KG | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
| (b) | ☒ | ||||
| | | ||||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
| WC | | | |||
| | | ||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ | ||
| | | | |||
| | | ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| Germany | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
| 0 | | | |||
| | | ||||
| 8 | SHARED VOTING POWER | | | ||
| 58,831 | | | |||
| | | ||||
| 9 | SOLE DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 10 | SHARED DISPOSITIVE POWER | | | ||
| 58,831 | | | |||
| | | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 58,831 | | | |||
| | | ||||
| 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) | | | ||
| 0.1% | | | |||
| | | ||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| | | | |||
| | | ||||
| CUSIP No. 60935Y208 | SCHEDULE 13D | Page 12 of 28 Pages |
| 1 | NAMES OF REPORTING PERSONS | | | ||
| GSMP V Onshore US, Ltd. | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
| (b) | ☒ | ||||
| | | ||||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
| WC | | | |||
| | | ||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ | ||
| | | | |||
| | | ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| Cayman Islands | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
| 0 | | | |||
| | | ||||
| 8 | SHARED VOTING POWER | | | ||
| 216,773 | | | |||
| | | ||||
| 9 | SOLE DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 10 | SHARED DISPOSITIVE POWER | | | ||
| 216,773 | | | |||
| | | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 216,773 | | | |||
| | | ||||
| 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) | | | ||
| 0.3% | | | |||
| | | ||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| | | | |||
| | | ||||
| CUSIP No. 60935Y208 | SCHEDULE 13D | Page 13 of 28 Pages |
| 1 | NAMES OF REPORTING PERSONS | | | ||
| GS Mezzanine Partners V Onshore Fund, L.P. | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
| (b) | ☒ | ||||
| | | ||||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
| AF | | | |||
| | | ||||
| 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 | | | ||
| 216,773 | | | |||
| | | ||||
| 9 | SOLE DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 10 | SHARED DISPOSITIVE POWER | | | ||
| 216,773 | | | |||
| | | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 216,773 | | | |||
| | | ||||
| 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) | | | ||
| 0.3% | | | |||
| | | ||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| | | | |||
| | | ||||
| CUSIP
No. 60935Y208 | SCHEDULE 13D | Page
14 of 28 Pages |
| 1 | NAMES OF
REPORTING PERSONS | | | ||
| GS Mezzanine Partners V Onshore Fund, L.L.C. | | | |||
| | | ||||
| 2 | CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
| (b) | ☒ | ||||
| | | ||||
| 3 | SEC USE
ONLY | | | ||
| | | | |||
| | | ||||
| 4 | SOURCE OF
FUNDS (SEE INSTRUCTIONS) | | | ||
| AF | | | |||
| | | ||||
| 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 | | | ||
| 216,773 | | | |||
| | | ||||
| 9 | SOLE
DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 10 | SHARED
DISPOSITIVE POWER | | | ||
| 216,773 | | | |||
| | | ||||
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 216,773 | | | |||
| | | ||||
| 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) | | | ||
| 0.3% | | | |||
| | | ||||
| 14 | TYPE OF
REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| | | | |||
| | | ||||
| CUSIP
No. 60935Y208 | SCHEDULE
13D | Page
15 of 28 Pages |
| 1 | NAMES OF
REPORTING
PERSONS | | | ||
| GSMP V
Institutional
US, Ltd. | | | |||
| | | ||||
| 2 | CHECK
THE
APPROPRIATE
BOX IF A
MEMBER OF A
GROUP | (a) | ☐ | ||
| (b) | ☒ | ||||
| | | ||||
| 3 | SEC USE
ONLY | | | ||
| | | | |||
| | | ||||
| 4 | SOURCE
OF FUNDS (SEE
INSTRUCTIONS) | | | ||
| WC | | | |||
| | | ||||
| 5 | CHECK
BOX IF
DISCLOSURE OF
LEGAL
PROCEEDINGS IS
REQUIRED
PURSUANT TO
ITEM 2(D) OR
2(E) | | ☐ | ||
| | | | |||
| | | ||||
| 6 | CITIZENSHIP
OR PLACE OF
ORGANIZATION | | | ||
| Cayman
Islands | | | |||
| | | ||||
| NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH | 7 | SOLE
VOTING POWER | | | |
| 0 | | | |||
| | | ||||
| 8 | SHARED
VOTING POWER | | | ||
| 22,872 | | | |||
| | | ||||
| 9 | SOLE
DISPOSITIVE
POWER | | | ||
| 0 | | | |||
| | | ||||
| 10 | SHARED
DISPOSITIVE
POWER | | | ||
| 22,872 | | | |||
| | | ||||
| 11 | AGGREGATE
AMOUNT
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON | | | ||
| 22,872 | | | |||
| | | ||||
| 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) | | | ||
| 0.03% | | | |||
| | | ||||
| 14 | TYPE OF
REPORTING
PERSON (SEE
INSTRUCTIONS) | | | ||
| | | | |||
| | | ||||
| CUSIP
No. 60935Y208 | SCHEDULE
13D | Page
16 of 28 Pages |
| 1 | NAMES OF
REPORTING
PERSONS | | | ||
| GS
Mezzanine
Partners V
Institutional
Fund, L.P. | | | |||
| | | ||||
| 2 | CHECK
THE
APPROPRIATE
BOX IF A
MEMBER OF A
GROUP | (a) | ☐ | ||
| (b) | ☒ | ||||
| | | ||||
| 3 | SEC USE
ONLY | | | ||
| | | | |||
| | | ||||
| 4 | SOURCE
OF FUNDS (SEE
INSTRUCTIONS) | | | ||
| AF | | | |||
| | | ||||
| 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 | | | ||
| 22,872 | | | |||
| | | ||||
| 9 | SOLE
DISPOSITIVE
POWER | | | ||
| 0 | | | |||
| | | ||||
| 10 | SHARED
DISPOSITIVE
POWER | | | ||
| 22,872 | | | |||
| | | ||||
| 11 | AGGREGATE
AMOUNT
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON | | | ||
| 22,872 | | | |||
| | | ||||
| 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) | | | ||
| 0.03% | | | |||
| | | ||||
| 14 | TYPE OF
REPORTING
PERSON (SEE
INSTRUCTIONS) | | | ||
| | | | |||
| | | ||||
| CUSIP No. 60935Y208 | SCHEDULE 13D | Page 17 of 28 Pages |
| 1 | NAMES OF REPORTING PERSONS | | | ||
| GS Mezzanine Partners V Institutional Fund, L.L.C. | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
| (b) | ☒ | ||||
| | | ||||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
| AF | | | |||
| | | ||||
| 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 | | | ||
| 22,872 | | | |||
| | | ||||
| 9 | SOLE DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 10 | SHARED DISPOSITIVE POWER | | | ||
| 22,872 | | | |||
| | | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 22,872 | | | |||
| | | ||||
| 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) | | | ||
| 0.03% | | | |||
| | | ||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| | | | |||
| | | ||||
| CUSIP No. 60935Y208 | SCHEDULE 13D | Page 18 of 28 Pages |
| 1 | NAMES OF REPORTING PERSONS | | | ||
| GSMP V Offshore US, Ltd. | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
| (b) | ☒ | ||||
| | | ||||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
| WC | | | |||
| | | ||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ | ||
| | | | |||
| | | ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| Cayman Islands | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
| 0 | | | |||
| | | ||||
| 8 | SHARED VOTING POWER | | | ||
| 327,999 | | | |||
| | | ||||
| 9 | SOLE DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 10 | SHARED DISPOSITIVE POWER | | | ||
| 327,999 | | | |||
| | | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 327,999 | | | |||
| | | ||||
| 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) | | | ||
| 0.5% | | | |||
| | | ||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| | | | |||
| | | ||||
| CUSIP No. 60935Y208 | SCHEDULE 13D | Page 19 of 28 Pages |
| 1 | NAMES OF REPORTING PERSONS | | | ||
| GS Mezzanine Partners V Offshore Fund, L.P. | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
| (b) | ☒ | ||||
| | | ||||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
| AF | | | |||
| | | ||||
| 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 | | | ||
| 327,999 | | | |||
| | | ||||
| 9 | SOLE DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 10 | SHARED DISPOSITIVE POWER | | | ||
| 327,999 | | | |||
| | | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 327,999 | | | |||
| | | ||||
| 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) | | | ||
| 0.5% | | | |||
| | | ||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| | | | |||
| | | ||||
| CUSIP No. 60935Y208 | SCHEDULE 13D | Page 20 of 28 Pages |
| 1 | NAMES OF REPORTING PERSONS | | | ||
| GS Mezzanine Partners V Offshore Fund, L.L.C. | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
| (b) | ☒ | ||||
| | | ||||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
| AF | | | |||
| | | ||||
| 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 | | | ||
| 327,999 | | | |||
| | | ||||
| 9 | SOLE DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 10 | SHARED DISPOSITIVE POWER | | | ||
| 327,999 | | | |||
| | | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 327,999 | | | |||
| | | ||||
| 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) | | | ||
| 0.5% | | | |||
| | | ||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| | | | |||
| | | ||||
| CUSIP No. 60935Y208 | SCHEDULE 13D | Page 21 of 28 Pages |
| 1 | NAMES OF REPORTING PERSONS | | | ||
| Broad Street Principal Investments, L.L.C. | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
| (b) | ☒ | ||||
| | | ||||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
| AF | | | |||
| | | ||||
| 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 | | | ||
| 318,912 | | | |||
| | | ||||
| 9 | SOLE DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 10 | SHARED DISPOSITIVE POWER | | | ||
| 318,912 | | | |||
| | | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 318,912 | | | |||
| | | ||||
| 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) | | | ||
| 0.4% | | | |||
| | | ||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| | | | |||
| | | ||||
CUSIP No. 60935Y208
This Amendment No. 11 (this “Amendment No. 11”) supplements and amends certain information in the Schedule 13D filed on April 4, 2008, as amended by
Amendment No. 1, filed March 9, 2011, Amendment No. 2 filed May 9, 2011, Amendment No. 3 filed May 23, 2011, Amendment No. 4 filed November 16, 2011, Amendment No. 5 filed November 28, 2011, Amendment No. 6, filed December 27, 2011, Amendment No. 7,
filed April 4, 2014, Amendment No. 8, filed July 31, 2020, Amendment No. 9, filed August 4, 2020, and Amendment No. 10, filed August 10, 2020 (the “Original 13D” and, together with this Amendment No. 11, the “Schedule 13D”) on behalf of
The Goldman Sachs Group, Inc. (“GS Group”), Goldman Sachs & Co. LLC (“Goldman Sachs”), GSCP VI Advisors, L.L.C. (“GSCP Advisors”), GSCP VI Offshore Advisors, L.L.C. (“GSCP Offshore Advisors”), GS Advisors VI, L.L.C. (“GS
Advisors”), Goldman, Sachs Management GP GmbH (“GS GmbH”), GS Capital Partners VI Fund, L.P. (“GS Capital”), GS Capital Partners VI Offshore Fund, L.P. (“GS Offshore”), GS Capital Partners VI GmbH & Co. KG (“GS
Germany”), GS Capital Partners VI Parallel, L.P. (“GS Parallel”), GS Mezzanine Partners V Onshore Fund, L.L.C. (“GS Mezzanine Onshore GP”), GS Mezzanine Partners V Institutional Fund, L.L.C. (“GS Mezzanine Institutional GP”),
GS Mezzanine Partners V Offshore Fund, L.L.C. (“GS Mezzanine Offshore GP”), GS Mezzanine Partners V Onshore Fund, L.P. (“GS Mezzanine Onshore”), GS Mezzanine Partners V Institutional Fund, L.P. (“GS Mezzanine Institutional”), GS
Mezzanine Partners V Offshore Fund, L.P. (“GS Mezzanine Offshore”), GSMP V Onshore US, Ltd. (“GSMP Onshore”), GSMP V Institutional US, Ltd. (“GSMP Institutional”), GSMP V Offshore US, Ltd. (“GSMP Offshore”), and Broad
Street Principal Investments, L.L.C. (“Broad Street” and, together with the foregoing entities, the “Reporting Persons”). Capitalized terms used, but not otherwise defined, herein have the meanings ascribed to them in the Original 13D.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 of the Original 13D is hereby amended to add the following:
“On August 11, 2020, the Reporting Persons sold an aggregate of 3,480 shares of Series D Preferred Stock (which shares converted into 435,000 shares of Common
Stock) at a weighted average price per share of Common Stock of $3.53, pursuant to Rule 144 (“Rule 144”) under the Securities Act of 1933, as amended.
On August 12, 2020, the Reporting Persons sold an aggregate of 5,984 shares of Series D Preferred Stock (which shares converted into 748,000 shares of Common
Stock) at a weighted average price per share of Common Stock of $3.61, pursuant to Rule 144.
On August 13, 2020, the Reporting Persons sold an aggregate of 2,096 shares of Series D Preferred Stock (which shares converted into 262,000 shares of Common
Stock) at a weighted average price per share of Common Stock of $3.62 (together with the sale on August 11, 2020 and August 12, 2020, the “Sales”), pursuant to Rule 144.”
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 of the Original 13D is hereby amended as follows:
(i) Subsection (a) is amended and restated in its entirety as follows in connection with, and after giving effect to, the Sales:
“As of August 13, 2020, GS Group may be deemed to beneficially own an aggregate of 4,596,436 shares of Common Stock, consisting of (i) 36,465.8883 shares of
Series D Preferred Stock acquired by the GS Investors on the Recapitalization Closing Date and currently held by the GS Investors and Broad Street, which are convertible by a holder other than the Reporting Persons or their affiliates, that receives
such shares in a Widely Dispersed Offering into 4,558,234 shares of Common Stock and (ii) 38,202 shares of Common Stock acquired by Goldman Sachs or another wholly-owned broker or dealer subsidiary of GS Group in ordinary course trading activities,
representing in the aggregate approximately 6.3% of the outstanding Common Stock.
As of August 13, 2020, Goldman Sachs may be deemed to beneficially own an aggregate of 4,152,067 shares of Common Stock, consisting of (i) 32,910.9303 shares of
Series D Preferred Stock acquired by the GS Investors on the Recapitalization Closing Date, which are convertible by a holder other than the Reporting Persons or their affiliates, that receives such shares in a Widely Dispersed Offering into
4,113,865 shares of Common Stock and (ii) 38,202 shares of Common Stock acquired by Goldman Sachs or another wholly-owned broker or dealer subsidiary of GS Group in ordinary course trading activities, representing in the aggregate approximately 5.7%
of the outstanding Common Stock.
As of August 13, 2020, GSCP Advisors and GS Capital may each be deemed to beneficially own an aggregate of 1,655,343 shares of Common Stock, consisting of
13,242.7460 shares of Series D Preferred Stock acquired by the GS Investors on the Recapitalization Closing Date, which are convertible by a holder, other than the Reporting Persons or their affiliates, that receives such shares in a Widely Dispersed
Offering into 1,655,343 shares of Common Stock, representing in the aggregate approximately 2.3% of the outstanding Common Stock.
As of August 13, 2020, GSCP Offshore Advisors and GS Offshore may each be deemed to beneficially own an aggregate of 1,376,857 shares of Common Stock,
consisting of 11,014.8561 shares of Series D Preferred Stock acquired by the GS Investors on the Recapitalization Closing Date, which are convertible by a holder, other than the Reporting Persons or their affiliates, that receives such shares in a
Widely Dispersed Offering into 1,376,857 shares of Common Stock, representing in the aggregate approximately 1.9% of the outstanding Common Stock.
As of August 13, 2020, GS Advisors may be deemed to beneficially own an aggregate of 514,021 shares of Common Stock, consisting of 4,112.1709 shares of Series D
Preferred Stock acquired by the GS Investors on the Recapitalization Closing Date, which are convertible by a holder, other than the Reporting Persons or their affiliates, that receives such shares in a Widely Dispersed Offering into 514,021 shares
of Common Stock, representing in the aggregate approximately 0.7% of the outstanding Common Stock.
As of August 13, 2020, GS Parallel may be deemed to beneficially own an aggregate of 455,190 shares of Common Stock, consisting of 3,641.5218 shares of Series D
Preferred Stock acquired by the GS Investors on the Recapitalization Closing Date, which are convertible by a holder, other than the Reporting Persons or their affiliates, that receives such shares in a Widely Dispersed Offering into 455,190 shares
of Common Stock, representing in the aggregate approximately 0.6% of the outstanding Common Stock.
As of August 13, 2020, GS GmbH and GS Germany may each be deemed to beneficially own an aggregate of 58,831 shares of Common Stock, consisting of 470.6491
shares of Series D Preferred Stock acquired by the GS Investors on the Recapitalization Closing Date, which are convertible by a holder, other than the Reporting Persons or their affiliates, that receives such shares in a Widely Dispersed Offering
into 58,831 shares of Common Stock, representing in the aggregate approximately 0.1% of the outstanding Common Stock.
As of August 13, 2020, GS Mezzanine Onshore GP, GS Mezzanine Onshore and GSMP Onshore may each be deemed to beneficially own an aggregate of 216,773 shares of
Common Stock, consisting of 1,734.1857 shares of Series D Preferred Stock acquired by the GS Investors on the Recapitalization Closing Date, which are convertible by a holder other than the Reporting Persons or their affiliates, that receives such shares in a Widely Dispersed Offering into 216,773 shares of Common Stock, representing in the aggregate approximately 0.3% of the outstanding Common Stock.
As of August 13, 2020, GS Mezzanine Institutional GP, GS Mezzanine Institutional and GSMP Institutional may each be deemed to beneficially own an aggregate of
22,872 shares of Common Stock, consisting of 182.9775 shares of Series D Preferred Stock acquired by the GS Investors on the Recapitalization Closing Date, which are convertible by a holder, other than the Reporting Persons or their affiliates, that
receives such shares in a Widely Dispersed Offering into 22,872 shares of Common Stock, representing in the aggregate approximately 0.03% of the outstanding Common Stock.
As of August 13, 2020, GS Mezzanine Offshore GP, GS Mezzanine Offshore and GSMP Offshore may each be deemed to beneficially own an aggregate of 327,999 shares
of Common Stock, consisting of 2,626.9939 shares of Series D Preferred Stock acquired by the GS Investors on the Recapitalization Closing Date, which are convertible by a holder, other than the Reporting Persons or their affiliates, that receives
such shares in a Widely Dispersed Offering into 327,999 shares of Common Stock, representing in the aggregate approximately 0.5% of the outstanding Common Stock.
As of August 13, 2020, Broad Street may be deemed to beneficially own an aggregate of 318,912 shares of Common Stock, consisting of 2,551.2992 shares of Series
D Preferred Stock acquired by the GS Investors on the Recapitalization Closing Date and currently held by Broad Street, which are convertible by a holder, other than the Reporting Persons or their affiliates, that receives such shares in a Widely
Dispersed Offering into 318,912 shares of Common Stock, representing in the aggregate approximately 0.4% of the outstanding Common Stock.
In accordance with Securities and Exchange Commission Release No. 34-39538 (January 12, 1998) (the “Release”), this Schedule 13D reflects the securities
beneficially owned by certain operating units (collectively, the “Goldman Sachs Reporting Units”) of GS Group and its subsidiaries and affiliates (collectively, “GSG”). This Schedule 13D does not reflect securities, if any, beneficially
owned by any operating units of GSG whose ownership of securities is disaggregated from that of the Goldman Sachs Reporting Units in accordance with the Release. The Goldman Sachs Reporting Units disclaim beneficial ownership of the securities
beneficially owned, if any, by (i) any client accounts with respect to which the Goldman Sachs Reporting Units or their employees have voting or investment discretion, or both, and (ii) certain investment entities of which the Goldman Sachs Reporting
Units acts as the general partner, managing general partner or other manager, to the extent interests in such entities are held by persons other than the Goldman Sachs Reporting Units.
None of the Reporting Persons or, to the knowledge of any of the Reporting Persons, any of the persons listed on Schedules I, II-A, II-B or II-C to the Original
13D may be deemed to beneficially own any shares of Common Stock other than as set forth herein.”
(ii) Subsection (c) is amended and restated in its entirety as follows:
“Except as set forth in Schedule IV hereto, or as otherwise described in the Schedule 13D, no transactions in the shares of Common Stock were effected by the Reporting Persons or, to the knowledge of
any of the Reporting Persons, any of the persons listed on Schedules I, II-A, II-B or II-C to the Original 13D, during the 60-day period from June 11, 2020 to August 12, 2020.”
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated:August 14, 2020
| | THE GOLDMAN SACHS GROUP, INC. | | ||
| | | | ||
| | By: | /s/ Jamison Yardley | | |
| | | Name: | Jamison Yardley | |
| | | Title: | Attorney-in-Fact | |
| | GOLDMAN SACHS & CO. LLC | | ||
| | | | ||
| | By: | /s/ Jamison Yardley | | |
| | | Name: | Jamison Yardley | |
| | | Title: | Attorney-in-Fact | |
| | GS CAPITAL PARTNERS VI PARALLEL, L.P. | | ||
| | | | ||
| | By: | /s/ Jamison Yardley | | |
| | | Name: | Jamison Yardley | |
| | | Title: | Attorney-in-Fact | |
| | GS ADVISORS VI, L.L.C. | | ||
| | | | ||
| | By: | /s/ Jamison Yardley | | |
| | | Name: | Jamison Yardley | |
| | | Title: | Attorney-in-Fact | |
| | GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P. | | ||
| | | | ||
| | By: | /s/ Jamison Yardley | | |
| | | Name: | Jamison Yardley | |
| | | Title: | Attorney-in-Fact | |
| | GSCP VI OFFSHORE ADVISORS, L.L.C. | | ||
| | | | ||
| | By: | /s/ Jamison Yardley | | |
| | | Name: | Jamison Yardley | |
| | | Title: | Attorney-in-Fact | |
| | GS CAPITAL PARTNERS VI FUND, L.P. | | ||
| | | | ||
| | By: | /s/ Jamison Yardley | | |
| | | Name: | Jamison Yardley | |
| | | Title: | Attorney-in-Fact | |
| | GSCP VI ADVISORS, L.L.C. | | ||
| | | | ||
| | By: | /s/ Jamison Yardley | | |
| | | Name: | Jamison Yardley | |
| | | Title: | Attorney-in-Fact | |
| | GS CAPITAL PARTNERS VI GMBH & CO. KG | | ||
| | | | ||
| | By: | /s/ Jamison Yardley | | |
| | | Name: | Jamison Yardley | |
| | | Title: | Attorney-in-Fact | |
| | GOLDMAN, SACHS MANAGEMENT GP GMBH | | ||
| | | | ||
| | By: | /s/ Jamison Yardley | | |
| | | Name: | Jamison Yardley | |
| | | Title: | Attorney-in-Fact | |
| | GS MEZZANINE PARTNERS V ONSHORE FUND, L.P. | | ||
| | | | ||
| | By: | /s/ Jamison Yardley | | |
| | | Name: | Jamison Yardley | |
| | | Title: | Attorney-in-Fact | |
| | GS MEZZANINE PARTNERS V ONSHORE FUND, L.L.C. | | ||
| | | | ||
| | By: | /s/ Jamison Yardley | | |
| | | Name: | Jamison Yardley | |
| | | Title: | Attorney-in-Fact | |
| | GSMP V ONSHORE US, LTD. | | ||
| | | | ||
| | By: | /s/ Jamison Yardley | | |
| | | Name: | Jamison Yardley | |
| | | Title: | Attorney-in-Fact | |
| | GS MEZZANINE PARTNERS V INSTITUTIONAL FUND, L.P. | | ||
| | | | ||
| | By: | /s/ Jamison Yardley | | |
| | | Name: | Jamison Yardley | |
| | | Title: | Attorney-in-Fact | |
| | GS MEZZANINE PARTNERS V INSTITUTIONAL FUND, L.L.C. | | ||
| | | | ||
| | By: | /s/ Jamison Yardley | | |
| | | Name: | Jamison Yardley | |
| | | Title: | Attorney-in-Fact | |
| | GSMP V INSTITUTIONAL US, LTD. | | ||
| | | | ||
| | By: | /s/ Jamison Yardley | | |
| | | Name: | Jamison Yardley | |
| | | Title: | Attorney-in-Fact | |
| | GS MEZZANINE PARTNERS V OFFSHORE FUND, L.P. | | ||
| | | | ||
| | By: | /s/ Jamison Yardley | | |
| | | Name: | Jamison Yardley | |
| | | Title: | Attorney-in-Fact | |
| | GS MEZZANINE PARTNERS V OFFSHORE FUND, L.L.C. | | ||
| | | | ||
| | By: | /s/ Jamison Yardley | | |
| | | Name: | Jamison Yardley | |
| | | Title: | Attorney-in-Fact | |
| | GSMP V OFFSHORE US, LTD. | | ||
| | | | ||
| | By: | /s/ Jamison Yardley | | |
| | | Name: | Jamison Yardley | |
| | | Title: | Attorney-in-Fact | |
| | BROAD STREET PRINCIPAL INVESTMENTS, L.L.C. | | ||
| | | | ||
| | By: | /s/ Jamison Yardley | | |
| | | Name: | Jamison Yardley | |
| | | Title: | Attorney-in-Fact | |
SCHEDULE IV
All transactions disclosed in this Schedule IV were effected by Goldman Sachs & Co. LLC acting as agent on behalf of Goldman Sachs
International and Goldman Sachs Bank Europe, each of which entered into riskless principal trades in connection with client trade facilitation in the ordinary course of their business.
| Trade Date | Settlement Date | Quantity | Buy/Sell | Price | ||||
| 6/10/20 | 6/12/20 | 10.00 | B | 3.76 | ||||
| 6/10/20 | 6/12/20 | 10.00 | S | 3.76 | ||||
| 6/12/20 | 6/16/20 | 48,000.00 | B | 3.22 | ||||
| 6/12/20 | 6/16/20 | 48,000.00 | S | 3.22 | ||||
| 6/23/20 | 6/25/20 | 8,100.00 | B | 3.52 | ||||
| 6/23/20 | 6/25/20 | 8,100.00 | B | 3.39 | ||||
| 6/23/20 | 6/25/20 | 8,100.00 | S | 3.52 | ||||
| 6/23/20 | 6/25/20 | 8,100.00 | S | 3.39 | ||||
| 6/30/20 | 7/2/20 | 522.00 | B | 3.23 | ||||
| 6/30/20 | 7/2/20 | 522.00 | S | 3.23 | ||||
| 7/14/20 | 7/16/20 | 5,772.00 | B | 3.11 | ||||
| 7/14/20 | 7/16/20 | 5,772.00 | S | 3.11 | ||||
| 7/20/20 | 7/22/20 | 363.00 | S | 3.06 | ||||
| 7/20/20 | 7/22/20 | 1,029.00 | B | 3.06 | ||||
| 7/20/20 | 7/22/20 | 666.00 | S | 3.06 | ||||
| 7/21/20 | 7/23/20 | 1,955.00 | B | 3.09 | ||||
| 7/21/20 | 7/23/20 | 802.00 | S | 3.10 | ||||
| 7/21/20 | 7/23/20 | 1,153.00 | S | 3.09 | ||||
| 7/24/20 | 7/28/20 | 82.00 | B | 2.99 | ||||
| 7/24/20 | 7/28/20 | 165.00 | B | 2.99 | ||||
| 7/24/20 | 7/28/20 | 50.00 | B | 2.99 | ||||
| 7/24/20 | 7/28/20 | 364.00 | B | 2.99 | ||||
| 7/24/20 | 7/28/20 | 139.00 | B | 2.99 | ||||
| 7/24/20 | 7/28/20 | 850.00 | S | 2.99 | ||||
| 7/24/20 | 7/28/20 | 50.00 | B | 2.99 |