4//SEC Filing
JAECKEL SCOTT L 4
Accession 0001140361-11-029149
CIK 0001273931other
Filed
May 19, 8:00 PM ET
Accepted
May 20, 6:14 PM ET
Size
12.8 KB
Accession
0001140361-11-029149
Insider Transaction Report
Form 4
JAECKEL SCOTT L
Director
Transactions
- Exercise/Conversion
Common Stock
2011-05-18$2.50/sh+279,074,306$697,685,765→ 279,074,306 total(indirect: See Note) - Exercise/Conversion
Series B Participating Covertible Preferred Stock
2011-05-18−482,274.016→ 0 total(indirect: See Note)Exercise: $2.50→ Common Stock (279,074,306 underlying) - Award
Common Stock
2011-05-18+27,438,825→ 306,513,131 total(indirect: See Note)
Holdings
- 48,878
Common Stock
Footnotes (8)
- [F1]The reporting person is a member of Thomas H. Lee Advisors, LLC, which is the general partner of Thomas H. Lee Partners, L.P. , THL Coinvestment Partners, L.P. ("Coinvest") and THL Operating Partners, L.P. ("Operating"). Thomas H. Lee Partners, L.P. is the manager of THL Equity Advisors VI, LLC, which, in turn, is the general partner of Thomas H. Lee Equity Fund VI, L.P. ("Equity"), Thomas H. Lee Parallel Fund VI, L.P. ("Parallel"), Thomas H. Lee Equity Parallel (DT) Fund VI, L.P. ("DT") and THL Equity Fund VI Investors (MoneyGram), LLC (together with Equity, Parallel, DT, Coinvest and Operating, the "Funds"). As such, the reporting person may be deemed to beneficially own the shares of the Issuer owned directly by each of the Funds.
- [F2](continuation of Footnote 1) - The reporting person disclaims beneficial ownership of such shares, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for the purpose of Section 16 or for any other purpose, except to the extent of his pecuniary interest therein.
- [F3]The shares set forth in box 4 of this row were acquired from the Issuer pursuant to that certain Recapitalization Agreement (the "Recapitalization Agreement"), by and among the Issuer and the Investors party thereto dated March 7, 2011, as amended May 4, 2011. Pursuant to the Recapitalization Agreement (i) the holders of the Series B Participating Convertible Preferred Stock ("Series B Stock") set forth in Table II agreed (subject to the satisfaction or waiver of certain conditions) to convert all of their shares of Series B Stock into Common Stock in accordance with the Certificate of Designations, Preferences and Rights of the Series B Stock (the "Series B Certificate of Designations") and (ii) as an inducement to holders of the Series B Stock set forth in Table II to convert their Series B Stock and thereby forgo the rights to liquidation preferences and future dividends provided for in the Series B Certificate of Designations,
- [F4](continuation of Footnote 3) - the Issuer agreed to pay consideration consisting of cash and the additional shares of Common Stock set forth in box 4 of this row of Table I. On May 18, 2011, the transactions contemplated by the Recapitalization Agreement were consummated, and among other actions, the shares of Series B Stock set forth in Table II were converted into Common Stock in accordance with the Series B Certificate of Designations (as set forth in Table II and the first row of Table I), and the Issuer issued the additional shares of Common Stock set forth in box 4 of this row of Table I to the persons previously holding the Series B Stock set forth in Table II. The closing market price per share of the Issuer's Common Stock on May 18, 2011 was $3.40.
- [F5]Securities reported in this row represent restricted stock units, which were granted by the Issuer in connection with the reporting person's services as a director, which were granted on May 26, 2010 and May 11, 2011.
- [F6]The Series B Participating Convertible Preferred Stock had no expiration date.
- [F7]Not applicable.
- [F8]Immediately exercisable.
Documents
Issuer
MONEYGRAM INTERNATIONAL INC
CIK 0001273931
Entity typeother
Related Parties
1- filerCIK 0001180794
Filing Metadata
- Form type
- 4
- Filed
- May 19, 8:00 PM ET
- Accepted
- May 20, 6:14 PM ET
- Size
- 12.8 KB