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 |
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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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol MONEYGRAM INTERNATIONAL INC [ MGI ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 02/22/2017 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 02/22/2017 | A | 53,067(1) | A | $0.00 | 165,836(2) | D | |||
Common Stock | 02/22/2017 | F | 347(3) | D | $12.72(4) | 165,273(5) | D | |||
Common Stock | 02/23/2017 | F | 8,417(6) | D | $12.75(7) | 156,238(8) | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 35,378 time-based RSUs and the target number of shares of common stock eligible to be issued upon vesting of 17,689 performance-based RSUs. The time-based RSUs vest in 3 equal installments on each anniversary of the grant date. The performance-based RSUs vest in three equal installments on each anniversary of the grant date if certain performance goals are achieved, with up to 50% of the performance-based RSUs vesting over such three year period if a target level of constant currency Adjusted EBITDA is achieved for the year ended December 31, 2017 and up to 50% of the performance-based RSUs vesting over such three year period if a target level of constant currency revenue is achieved for the year ended December 31, 2017, subject to potential adjustments to take into account certain impacts of a proposed merger. |
2. Includes 106,009 shares that may be issued upon vesting of previously granted performance-based and time-based RSUs. |
3. Represents the number of shares withheld for the payment of tax liabilities in connection with the vesting of 1,266 performance-based RSUs that were granted on February 24, 2014. |
4. The price was determined based on the closing price of $12.72 per share of MoneyGram International, Inc.'s common stock on February 22, 2017. |
5. Includes 157,594 shares that may be issued upon vesting of previously granted performance-based and time-based RSUs. |
6. Represents the number of shares withheld for the payment of tax liabilities in connection with the vesting of 25,810 time-based RSUs and 4,961 performance-based RSUs that were granted on February 23, 2016. |
7. The price was determined based on the closing price of $12.75 per share of MoneyGram International, Inc.'s common stock on February 23, 2017. |
8. Includes 126,205 shares that may be issued upon vesting of previously granted performance-based and time-based RSUs. |
Remarks: |
/s/ Francis Aaron Henry, attorney-in-fact | 02/24/2017 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |