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Filing Details

Accession Number:: 0000769993-11-000663
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2011-11-17 19:20:03
Reporting Period:: 2011-11-15

Filing Date:: 2011-11-17
Accepted Time:: 2011-11-17 19:20:03
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1273931	Moneygram International Inc	MGI	Services-Business Services, Nec (7389)	161690064

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
769993	Goldman Sachs & Co	200 West Street New York NY 10282		No	No	Yes	No
886982	Goldman Sachs Group Inc	200 West Street New York NY 10282		No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock, Par Value $0.01	Acquisiton	2011-11-15	25,916	$19.01	27,425	No	4	P	Indirect	See footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	See footnotes

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Common Stock	Series D Part. Conv. Pref. Stk., par value $0.01	$0.00			21,648,692	173,190	Indirect

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
	21,648,692	173,190	Indirect

Footnotes

This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group") and Goldman, Sachs & Co. ("Goldman Sachs" and, together with GS Group, the "Reporting Persons"). Goldman Sachs is a wholly-owned subsidiary of GS Group. The Reporting Persons disclaim beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein.
The common stock, par value $0.01 per share (the "Common Stock"), of MoneyGram International, Inc. (the "Company") reported herein as indirectly purchased are beneficially owned directly by Goldman Sachs and may be deemed to be beneficially owned indirectly by GS Group. Without admitting any legal obligation, Goldman Sachs or another wholly-owned subsidiary of GS Group will remit appropriate profits, if any, to the Company.
As of November 15, 2011, GS Group may be deemed to beneficially own indirectly 27,425 shares of Common Stock by reason of the direct beneficial ownership of such shares by Goldman Sachs. Goldman Sachs also has open short positions of 2,688 shares of Common Stock.
Reflects a weighted average purchase price of $19.0138 per share, at prices ranging from $18.52 to $19.51 per share. Upon request by the staff of the Securities Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares purchased at each separate price will be provided.
In accordance with the Amended and Restated Certificate of Designations, Preferences and Rights of the Series D Preferred Stock (the "Series D Certificate of Designations"), the Series D Preferred Stock is convertible into shares of Common Stock by a holder (other than the Reporting Persons and their affiliates) who receives such shares by means of (i) a widespread public distribution, (ii) a transfer to an underwriter for the purpose of conducting a widespread public distribution, (iii) a transfer in which no transferee (or group of associated transferees) would receive 2% or more of any class of voting securities of the Company, or (iv) a transfer to a transferee that would control more than 50% of the voting securities of the Company without any transfer from such transferor or its affiliates, as applicable (each of (i) - (iv), a "Widely Dispersed Offering"). (continued in next footnote)
The number of shares of Common Stock to be issued upon conversion shall be determined by multiplying each share of Series D Preferred Stock by 125, giving effect to a one-for eight reverse stock split of the Common Stock effected by the Company on November 14, 2011. The Series D Preferred Stock is non-voting while held by the Reporting Persons and their affiliates, and while held by any holder who receives such shares by means other than a Widely Dispersed Offering. The Reporting Persons may be deemed to be a member of a "group" within the meaning of Section 13(d)(3) of the Act, with (i) Thomas H. Lee Partners, L.P. and (ii) Silver Point Capital, L.P. and Silver Point Capital Offshore Fund, Ltd. (collectively, "Silver Point") and may be deemed to beneficially own the Common Stock deemed to be beneficially owned or able to be acquired within 60 days by THL or Silver Point.
As of November 15, 2011, GS Group may be deemed to beneficially own an aggregate of 21,648,692 shares of Common Stock, including through certain investment partnerships, consisting of 173,189.5678 shares of Series D Preferred Stock convertible by a holder, other than the Reporting Persons or their affiliates, that receives such shares by means of a Widely Dispersed Offering, subject to certain limitations, into 21,648,692 shares of Common Stock.
As of November 15, 2011, Goldman Sachs may be deemed to beneficially own an aggregate of 21,052,857 shares of Common Stock through certain investment partnerships, consisting of 168,422.8824 shares of Series D Preferred convertible by a holder, other than the Reporting Persons or their affiliates, that receives such shares by means of a Widely Dispersed Offering, subject to certain limitations, into 21,052,857 shares of Common Stock.