Grant A. Lines - Jun 1, 2023 Form 4 Insider Report for MONEYGRAM INTERNATIONAL INC (MGI)

Signature
/s/ Robert L. Villasenor, attorney-in-fact for Grant A. Lines
Stock symbol
MGI
Transactions as of
Jun 1, 2023
Transactions value $
$0
Form type
4
Date filed
6/6/2023, 06:30 AM
Previous filing
Mar 8, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction MGI Common Stock Disposed to Issuer -806K -100% 0 Jun 1, 2023 Direct F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction MGI Performance-Based Restricted Stock Units (PSUs) Disposed to Issuer -30K -100% 0 Jun 1, 2023 Common Stock 30K Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Grant A. Lines is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Pursuant to the Agreement and Plan of Merger, dated as of February 14, 2022 (the "Merger Agreement") by and among the Issuer, Mobius Parent Corp., a Delaware corporation ("Parent") and an affiliate of Madison Dearborn Partners, LLC, and Mobius Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent, on June 1, 2023 (the "Effective Time"), each share of Common Stock held by the Reporting Person was automatically cancelled and converted into the right to receive $11.00 in cash (the "Merger Consideration"). In addition, (i) any restricted stock units subject to time-based vesting (each, an "RSU") that were granted prior to calendar year 2023 (i.e., 68,677 RSUs) automatically became fully vested and were cancelled and converted into the right to receive the Merger Consideration;
F2 (Continued from footnote 1) (ii) any RSUs that were granted during calendar year 2023 (i.e., 59,908 RSUs) were converted into a cash-settled award that would thereafter continue in accordance with the same vesting terms and conditions following the transactions contemplated by the Merger Agreement; and (iii) any PSUs that were granted prior to calendar year 2023 (i.e., 34,339 PSUs) which have vested based on achievement of the applicable performance criteria at the greater of target and the actual level of performance achieved were cancelled and converted into the right to receive the Merger Consideration.
F3 Represents restricted stock units subject to performance-based vesting (each, a "PSU") held by the Reporting Person that originally represented the right to receive, upon satisfaction of the applicable performance criteria and vesting of the PSU, one share of Common Stock of the Issuer. Pursuant to the terms of Merger Agreement, at the Effective Time, any PSUs that were granted during calendar year 2023 (i.e., 29,954 PSUs) were converted into a cash-settled award based on achievement of the applicable performance criteria at the greater of target and the actual level of performance achieved as of immediately prior to the Effective Time that would thereafter continue in accordance with the same vesting terms and conditions following the transactions contemplated by the Merger Agreement.