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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series B Participating Covertible Preferred Stock | $ 2.5 | 05/18/2011 | M | 482,274.016 | (8) | (6) | Common Stock | 279,074,306 | (7) | 0 | I | See Note (1) (2) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Rao Gnaneshwar B. C/O THOMAS H. LEE PARTNERS, L.P. 100 FEDERAL STREET, 35TH FLOOR BOSTON, MA 02110 |
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| /s/ Gnaneshwar B. Rao | 05/20/2011 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | 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. |
| (2) | (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. |
| (3) | 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, |
| (4) | (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. |
| (5) | 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. |
| (6) | The Series B Participating Convertible Preferred Stock had no expiration date. |
| (7) | Not applicable. |
| (8) | Immediately exercisable. |