jg12-2211_13da.htm

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC  20549

SCHEDULE 13D
(Rule 13d-101)

UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 6)1

MONEYGRAM INTERNATIONAL, INC.
(Name of Issuer)
 
Common Stock, par value $0.01 per share
(Title of Class of Securities)

60935Y208
(CUSIP Number)


David P. Kreisler, Esq.
Weil, Gotshal & Manges LLP
100 Federal Street, 34th Floor
Boston, Massachusetts 02110
(617) 772-8300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
December 22 2011
(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.  o

Note.  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.


 
1 The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
 
 

13D
 
  1.
 
NAME OF REPORTING PERSONS
Thomas H. Lee Advisors, LLC
 
  2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)¨
(b)x
 
  3.
 
SEC USE ONLY
 
  4.
 
SOURCE OF FUNDS                   OO
  5.
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS  ¨
IS  REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
 
  
 
  6.
 
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 NUMBER OF SHARES  
 BENEFICIALLY
 OWNED BY EACH
 REPORTING PERSON WITH
 
  7.
SOLE VOTING POWER*         -0-
  
  8.
SHARED VOTING POWER*   37,081,388
  
 
  9.
SOLE DISPOSITIVE POWER*         -0-
  
 
  10.
SHARED DISPOSITIVE POWER*    37,081,388
  
 
  11.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
37,081,388
 
  12.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES                                                     ¨
 
  13.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  *†           51.9%
 
  14.
 
TYPE OF REPORTING PERSON         OO
 
*See Item 5.
† This percentage is calculated using a fraction, the numerator of which is the number of shares of Common Stock that may be deemed to be beneficially owned by the Reporting Person, and the denominator of which is 71,489,709 (which is the sum of (i) 57,834,779 shares of Common Stock outstanding as of December 22, 2011 and (ii) 13,654,930 shares of Common Stock issuable upon the conversion, subject to certain limitations, of the 109,239.4718 shares of Series D Participating Convertible Preferred Stock of the Issuer outstanding as of December 22, 2011.
 
 
 
 
 
 
 
 
 
13D
 
  1.
 
NAME OF REPORTING PERSONS
THL Equity Advisors VI, LLC
 
  2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)¨
(b)x
 
  3.
 
SEC USE ONLY
 
  4.
 
SOURCE OF FUNDS                   OO
  5.
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS  ¨
IS  REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
 
  
 
  6.
 
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 NUMBER OF SHARES  
 BENEFICIALLY
 OWNED BY EACH
 REPORTING PERSON WITH
 
  7.
SOLE VOTING POWER*         -0-
  
  8.
SHARED VOTING POWER*  36,000,489
  
 
  9.
SOLE DISPOSITIVE POWER*         -0-
  
 
  10.
SHARED DISPOSITIVE POWER*    36,000,489
  
 
  11.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
36,000,489
 
  12.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES                                                     x
 
  13.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  *†           50.4%
 
  14.
 
TYPE OF REPORTING PERSON         OO
 
*See Item 5.
† This percentage is calculated using a fraction, the numerator of which is the number of shares of Common Stock that may be deemed to be beneficially owned by the Reporting Person, and the denominator of which is 71,489,709 (which is the sum of (i) 57,834,779 shares of Common Stock outstanding as of December 22, 2011 and (ii) 13,654,930 shares of Common Stock issuable upon the conversion, subject to certain limitations, of the 109,239.4718 shares of Series D Participating Convertible Preferred Stock of the Issuer outstanding as of December 22, 2011.
 
 
 
 
 
 
 
13D
 
  1.
 
NAME OF REPORTING PERSONS
Thomas H. Lee Equity Fund VI, L.P.
 
  2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)¨
(b)x
 
  3.
 
SEC USE ONLY
 
  4.
 
SOURCE OF FUNDS                   OO
  5.
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS  ¨
IS  REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
 
  
 
  6.
 
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 NUMBER OF SHARES  
 BENEFICIALLY
 OWNED BY EACH
 REPORTING PERSON WITH
 
  7.
SOLE VOTING POWER*         -0-
  
  8.
SHARED VOTING POWER*   20,758,565
  
 
  9.
SOLE DISPOSITIVE POWER*         -0-
  
 
  10.
SHARED DISPOSITIVE POWER*    20,758,565
  
 
  11.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
20,758,565
 
  12.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES                                                     x
 
  13.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  *†           29.0%
 
  14.
 
TYPE OF REPORTING PERSON         PN
 
*See Item 5.
† This percentage is calculated using a fraction, the numerator of which is the number of shares of Common Stock that may be deemed to be beneficially owned by the Reporting Person, and the denominator of which is 71,489,709 (which is the sum of (i) 57,834,779 shares of Common Stock outstanding as of December 22, 2011 and (ii) 13,654,930 shares of Common Stock issuable upon the conversion, subject to certain limitations, of the 109,239.4718 shares of Series D Participating Convertible Preferred Stock of the Issuer outstanding as of December 22, 2011.
 
 
 
 
 
13D
 
  1.
 
NAME OF REPORTING PERSONS
Thomas H. Lee Parallel Fund VI, L.P.
 
  2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)¨
(b)x
 
  3.
 
SEC USE ONLY
 
  4.
 
SOURCE OF FUNDS                   OO
  5.
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS  ¨
IS  REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
 
  
 
  6.
 
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 NUMBER OF SHARES  
 BENEFICIALLY
 OWNED BY EACH
 REPORTING PERSON WITH
 
  7.
SOLE VOTING POWER*         -0-
  
  8.
SHARED VOTING POWER*   13,549,334
  
 
  9.
SOLE DISPOSITIVE POWER*         -0-
  
 
  10.
SHARED DISPOSITIVE POWER*    13,549,334
  
 
  11.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
13,549,334
 
  12.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES                                                     x
 
  13.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  *†           19.0%
 
  14.
 
TYPE OF REPORTING PERSON         PN
 
*See Item 5.
† This percentage is calculated using a fraction, the numerator of which is the number of shares of Common Stock that may be deemed to be beneficially owned by the Reporting Person, and the denominator of which is 71,489,709 (which is the sum of (i) 57,834,779 shares of Common Stock outstanding as of December 22, 2011 and (ii) 13,654,930 shares of Common Stock issuable upon the conversion, subject to certain limitations, of the 109,239.4718 shares of Series D Participating Convertible Preferred Stock of the Issuer outstanding as of December 22, 2011.
 
 
 
 
 
13D
 
  1.
 
NAME OF REPORTING PERSONS
Thomas H. Lee Parallel (DT) Fund VI, L.P.
 
  2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)¨
(b)x
 
  3.
 
SEC USE ONLY
 
  4.
 
SOURCE OF FUNDS                   OO
  5.
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS  ¨
IS  REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
 
  
 
  6.
 
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 NUMBER OF SHARES  
 BENEFICIALLY
 OWNED BY EACH
 REPORTING PERSON WITH
 
  7.
SOLE VOTING POWER*         -0-
  
  8.
SHARED VOTING POWER*   2,366,797
  
 
  9.
SOLE DISPOSITIVE POWER*         -0-
  
 
  10.
SHARED DISPOSITIVE POWER*    2,366,797
  
 
  11.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
2,366,797
 
  12.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES                                                     x
 
  13.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  *†            3.3%
 
  14.
 
TYPE OF REPORTING PERSON         PN
 
*See Item 5.
† This percentage is calculated using a fraction, the numerator of which is the number of shares of Common Stock that may be deemed to be beneficially owned by the Reporting Person, and the denominator of which is 71,489,709 (which is the sum of (i) 57,834,779 shares of Common Stock outstanding as of December 22, 2011 and (ii) 13,654,930 shares of Common Stock issuable upon the conversion, subject to certain limitations, of the 109,239.4718 shares of Series D Participating Convertible Preferred Stock of the Issuer outstanding as of December 22, 2011.
 
 
 
 
 
13D
 
  1.
 
NAME OF REPORTING PERSONS
THL Equity Fund VI Investors (MoneyGram), LLC
 
  2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)¨
(b)x
 
  3.
 
SEC USE ONLY
 
  4.
 
SOURCE OF FUNDS                   OO
  5.
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS  ¨
IS  REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
 
  
 
  6.
 
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 NUMBER OF SHARES  
 BENEFICIALLY
 OWNED BY EACH
 REPORTING PERSON WITH
 
  7.
SOLE VOTING POWER*         -0-
  
  8.
SHARED VOTING POWER*   74,911
  
 
  9.
SOLE DISPOSITIVE POWER*         -0-
  
 
  10.
SHARED DISPOSITIVE POWER*    74,911
  
 
  11.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
74,911
 
  12.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES                                                     x
 
  13.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  *†            0.1%
 
  14.
 
TYPE OF REPORTING PERSON         OO
 
*See Item 5.
† This percentage is calculated using a fraction, the numerator of which is the number of shares of Common Stock that may be deemed to be beneficially owned by the Reporting Person, and the denominator of which is 71,489,709 (which is the sum of (i) 57,834,779 shares of Common Stock outstanding as of December 22, 2011 and (ii) 13,654,930 shares of Common Stock issuable upon the conversion, subject to certain limitations, of the 109,239.4718 shares of Series D Participating Convertible Preferred Stock of the Issuer outstanding as of December 22, 2011.
 
 
 
 
13D
 
  1.
 
NAME OF REPORTING PERSONS
THL Coinvestment Partners, L.P.
 
  2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)¨
(b)x
 
  3.
 
SEC USE ONLY
 
  4.
 
SOURCE OF FUNDS                   OO
  5.
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS  ¨
IS  REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
 
  
 
  6.
 
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 NUMBER OF SHARES  
 BENEFICIALLY
 OWNED BY EACH
 REPORTING PERSON WITH
 
  7.
SOLE VOTING POWER*         -0-
  
  8.
SHARED VOTING POWER*   57,156
  
 
  9.
SOLE DISPOSITIVE POWER*         -0-
  
 
  10.
SHARED DISPOSITIVE POWER*    57,156
  
 
  11.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
57,156
 
  12.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES                                                     x
 
  13.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  *†            0.1%
 
  14.
 
TYPE OF REPORTING PERSON         PN
 
*See Item 5.
† This percentage is calculated using a fraction, the numerator of which is the number of shares of Common Stock that may be deemed to be beneficially owned by the Reporting Person, and the denominator of which is 71,489,709 (which is the sum of (i) 57,834,779 shares of Common Stock outstanding as of December 22, 2011 and (ii) 13,654,930 shares of Common Stock issuable upon the conversion, subject to certain limitations, of the 109,239.4718 shares of Series D Participating Convertible Preferred Stock of the Issuer outstanding as of December 22, 2011.
 
 
 
 
13D
 
  1.
 
NAME OF REPORTING PERSONS
THL Operating Partners, L.P.
 
  2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)x
(b)¨
 
  3.
 
SEC USE ONLY
 
  4.
 
SOURCE OF FUNDS                   OO
  5.
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS  ¨
IS  REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
 
  
 
  6.
 
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 NUMBER OF SHARES  
 BENEFICIALLY
 OWNED BY EACH
 REPORTING PERSON WITH
 
  7.
SOLE VOTING POWER*         -0-
  
  8.
SHARED VOTING POWER*   70,418
  
 
  9.
SOLE DISPOSITIVE POWER*         -0-
  
 
  10.
SHARED DISPOSITIVE POWER*    70,418
  
 
  11.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
70,418
 
  12.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES                                                     x
 
  13.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  *†            0.1%
 
  14.
 
TYPE OF REPORTING PERSON         PN
 
*See Item 5.
† This percentage is calculated using a fraction, the numerator of which is the number of shares of Common Stock that may be deemed to be beneficially owned by the Reporting Person, and the denominator of which is 71,489,709 (which is the sum of (i) 57,834,779 shares of Common Stock outstanding as of December 22, 2011 and (ii) 13,654,930 shares of Common Stock issuable upon the conversion, subject to certain limitations, of the 109,239.4718 shares of Series D Participating Convertible Preferred Stock of the Issuer outstanding as of December 22, 2011.
 
 
 
 
13D
 
  1.
 
NAME OF REPORTING PERSONS
Putnam Investments Holdings, LLC
 
  2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)¨
(b)x
 
  3.
 
SEC USE ONLY
 
  4.
 
SOURCE OF FUNDS                   OO
  5.
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS  ¨
IS  REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
 
  
 
  6.
 
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 NUMBER OF SHARES  
 BENEFICIALLY
 OWNED BY EACH
 REPORTING PERSON WITH
 
  7.
SOLE VOTING POWER*         -0-
  
  8.
SHARED VOTING POWER*   102,084
  
 
  9.
SOLE DISPOSITIVE POWER*         -0-
  
 
  10.
SHARED DISPOSITIVE POWER*    102,084
  
 
  11.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
102,084
 
  12.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES                                                     x
 
  13.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  *†            0.1%
 
  14.
 
TYPE OF REPORTING PERSON         OO
 
*See Item 5.
† This percentage is calculated using a fraction, the numerator of which is the number of shares of Common Stock that may be deemed to be beneficially owned by the Reporting Person, and the denominator of which is 71,489,709 (which is the sum of (i) 57,834,779 shares of Common Stock outstanding as of December 22, 2011 and (ii) 13,654,930 shares of Common Stock issuable upon the conversion, subject to certain limitations, of the 109,239.4718 shares of Series D Participating Convertible Preferred Stock of the Issuer outstanding as of December 22, 2011.
 
 
 
13D
 
  1.
 
NAME OF REPORTING PERSONS
Great-West Investors L.P.
 
  2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)¨
(b)x
 
  3.
 
SEC USE ONLY
 
  4.
 
SOURCE OF FUNDS                   OO
  5.
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS  ¨
IS  REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
 
  
 
  6.
 
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 NUMBER OF SHARES  
 BENEFICIALLY
 OWNED BY EACH
 REPORTING PERSON WITH
 
  7.
SOLE VOTING POWER*         -0-
  
  8.
SHARED VOTING POWER*    204,207
  
 
  9.
SOLE DISPOSITIVE POWER*         -0-
  
 
  10.
SHARED DISPOSITIVE POWER*    204,207
  
 
  11.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
204,207
 
  12.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES                                                     x
 
  13.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  *†             0.3%
 
  14.
 
TYPE OF REPORTING PERSON         PN
 
*See Item 5.
† This percentage is calculated using a fraction, the numerator of which is the number of shares of Common Stock that may be deemed to be beneficially owned by the Reporting Person, and the denominator of which is 71,489,709 (which is the sum of (i) 57,834,779 shares of Common Stock outstanding as of December 22, 2011 and (ii) 13,654,930 shares of Common Stock issuable upon the conversion, subject to certain limitations, of the 109,239.4718 shares of Series D Participating Convertible Preferred Stock of the Issuer outstanding as of December 22, 2011.
 
 
 
 
 
13D
 
  1.
 
NAME OF REPORTING PERSONS
Putnam Investments Employees’ Securities Company III LLC
 
  2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)¨
(b)x
 
  3.
 
SEC USE ONLY
 
  4.
 
SOURCE OF FUNDS                   OO
  5.
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS  ¨
IS  REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
 
  
 
  6.
 
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 NUMBER OF SHARES  
 BENEFICIALLY
 OWNED BY EACH
 REPORTING PERSON WITH
 
  7.
SOLE VOTING POWER*         -0-
  
  8.
SHARED VOTING POWER*    102,084
  
 
  9.
SOLE DISPOSITIVE POWER*         -0-
  
 
  10.
SHARED DISPOSITIVE POWER*    102,084
  
 
  11.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
102,084
 
  12.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES                                                     x
 
  13.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  *†             0.1%
 
  14.
 
TYPE OF REPORTING PERSON         OO
 
*See Item 5.
† This percentage is calculated using a fraction, the numerator of which is the number of shares of Common Stock that may be deemed to be beneficially owned by the Reporting Person, and the denominator of which is 71,489,709 (which is the sum of (i) 57,834,779 shares of Common Stock outstanding as of December 22, 2011 and (ii) 13,654,930 shares of Common Stock issuable upon the conversion, subject to certain limitations, of the 109,239.4718 shares of Series D Participating Convertible Preferred Stock of the Issuer outstanding as of December 22, 2011.
 
 
 
 


This Amendment No. 6 (“Amendment No. 6”) amends and supplements the statement on Schedule 13D originally filed by the Reporting Persons on April 4, 2008, as amended on March 9, 2011, May 9, 2011, May 23, 2011, November 16, 2011 and November 23, 2011 (the “Schedule 13D”).  Unless otherwise indicated, each capitalized term used but not defined in this Amendment No. 6 shall have the meaning assigned to such term in the Schedule 13D.

Item 4. Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended by adding the following immediately before the final two paragraphs thereof:
 
“The sale by the Reporting Persons of an additional 493,762 shares of Common Stock pursuant to the exercise by the Underwriters of the Over-Allotment Option was consummated on December 22, 2011. The Reporting Persons received a price per share of Common Stock of $15.53906 (which is net of underwriting discounts and commissions) for an aggregate amount of $7,672,597.34.”
 

Item 5.  Interest in Securities of the Company.

Item 5 (a) – (b) is hereby amended and restated in its entirety with the following:
 
“(a) – (b)
 
The response to Item 4 is incorporated herein by reference.  Based on information supplied by the Company, immediately following the closing of the Over-Allotment Option, there were 71,489,709 shares of Common Stock outstanding and 106,439.5659 shares of Series D Stock outstanding (equivalent to 13,304,942 shares of Common Stock).  The ownership percentages set forth in this Item 5 include both (i) ownership percentages including the Common Stock issuable upon conversion of the Series D Stock (which Series D Stock, subject to certain exceptions, is non-voting) in the outstanding number of shares of Common Stock (referred to herein as the “Deemed Outstanding”) and (ii) ownership percentages calculated excluding the Common Stock issuable upon conversion of the Series D Stock from the total outstanding number of shares of Common Stock (referred to herein as the “Actually Outstanding”).
 
As of the date hereof, the Reporting Persons collectively may be deemed to beneficially own 37,081,388 shares, which constitute 51.9% of the Deemed Outstanding Common Stock and 64.1% of the Actually Outstanding Common Stock.
 
By virtue of the relationships among the Reporting Persons described herein, the Reporting Persons may be deemed to share beneficial ownership with respect to the shares reported herein.  Except to the extent of a pecuniary interest therein, each of the Reporting Persons expressly disclaims the existence of such beneficial ownership, except: (1) Advisors does not disclaim beneficial ownership of shares held by the THL
 

 
 
 

Coinvest Entities, (2) Advisors VI does not disclaim beneficial ownership of shares held by Equity Fund, Parallel Fund, DT Fund and Fund VI (MG), (3) Putnam Holdings does not disclaim beneficial ownership of shares held by Putnam, and (4) Great-West does not disclaim beneficial ownership of shares held by Putnam and Putnam Holdings.
 
        Equity Fund has direct beneficial ownership of 20,009,447 shares, or 28.0% of the Deemed Outstanding Common Stock and 34.6% of the Actually Outstanding Common Stock, and pursuant to the proxy powers granted to Equity Fund over the Common Stock held by Silver Point in the Silver Point Letter Agreement, may be deemed to have an indirect beneficial ownership of 749,118 shares, or 1.0% of the Deemed Outstanding Common Stock and 1.3% of the Actually Outstanding Common Stock; such shares aggregate to 20,758,565 shares of Common Stock, or 29.0% of the Deemed Outstanding Common Stock and 35.9% of the Actually Outstanding Common Stock.  Equity Fund may be deemed to share with Advisors and Advisors IV voting and dispositive power with respect to such Common Stock.  Equity Fund disclaims beneficial ownership of the stock held by Silver Point.  Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that Equity Fund, the Reporting Persons or any of their respective affiliates are the beneficial owners of any of the stock beneficially owned by Silver Point for purposes of Section 13(d) of the Exchange Act or for any other purpose.

Parallel Fund has direct beneficial ownership of 13,549,334 shares, or 19.0% of the Deemed Outstanding Common Stock and 23.4% of the Actually Outstanding Common Stock.  Parallel Fund may be deemed to share with Advisors and Advisors IV voting and dispositive power with respect to such Common Stock.

DT Fund has direct beneficial ownership of 2,366,797 shares, or 3.3% of the Deemed Outstanding Common Stock and 4.1% of the Actually Outstanding Common Stock.  DT Fund may be deemed to share with Advisors and Advisors IV voting and dispositive power with respect to such Common Stock.

Fund VI (MG) has direct beneficial ownership of 74,911 shares, or 0.1% of the Deemed Outstanding Common Stock and 0.1% of the Actually Outstanding Common Stock.  Fund VI (MG) may be deemed to share with Advisors and Advisors IV voting and dispositive power with respect to such Common Stock.

Coinvestment Fund has direct beneficial ownership of 57,156 shares, or 0.08% of the Deemed Outstanding Common Stock and 0.1% of the Actually Outstanding Common Stock.  Coinvestment Fund may be deemed to share with Advisors voting and dispositive power with respect to such Common Stock.

Operating Partners has direct beneficial ownership of 70,418 shares, or 0.1% of the Deemed Outstanding Common Stock and 0.1% of the Actually Outstanding Common Stock.  Operating Partners may be deemed to share with Advisors voting and dispositive power with respect to such Common Stock.

 
 
 


Putnam has direct beneficial ownership of 102,084 shares, or 0.1% of the Deemed Outstanding Common Stock and 0.2% of the Actually Outstanding Common Stock.  Putnam may be deemed to share with Putnam Holdings, Great-West and Advisors voting and dispositive power with respect to such Common Stock.

Putnam Holdings, as the managing member of Putnam, may be deemed to be the beneficial owner, or to hold shared voting or dispositive power, of 102,084 shares, or 0.1% of the Deemed Outstanding Common Stock and 0.2% of the Actually Outstanding Common Stock.  Putnam Holdings may be deemed to share with Great-West and Advisors voting and dispositive power with respect to such Common Stock.

Great-West has direct beneficial ownership of 102,123 shares, or 0.1% of the Deemed Outstanding Common Stock and 0.2% of the Actually Outstanding Common Stock, and indirectly controls Putnam Holdings, so may be deemed to have an indirect beneficial ownership of 102,084 shares, or 0.1% of the Deemed Outstanding Common Stock and 0.2% of the Actually Outstanding Common Stock; such shares aggregate to 204,207 shares of Common Stock, or 0.3% of the Deemed Outstanding Common Stock and 0.4% of the Actually Outstanding Common Stock.  Great-West may be deemed to share with Advisors voting and dispositive power with respect to such Common Stock.

Advisors VI, as the general partner of the Funds and Fund VI (MG), may be deemed to be the beneficial owner, or to hold shared voting or dispositive power, of 36,000,489 shares, or 50.4% of the Deemed Outstanding Common Stock and 62.2% of the Actually Outstanding Common Stock.  Advisors VI may be deemed to share with Advisors voting and dispositive power with respect to such Common Stock.

Advisors, (1) as the general partner of the sole member of Advisors VI, (2) as the general partner of the general partner of Coinvestment Fund and Operating Partners, and (3) pursuant to the terms of the Fourth Amended and Restated Limited Partnership Agreement of Thomas H. Lee Equity Fund VI, L.P., which requires Great-West and Putnam to dispose of its shares of stock pro rata with the Funds, may be deemed to be the beneficial owner, or to hold shared voting or dispositive power, of 37,081,388 shares, which constitute 51.9% of the Deemed Outstanding Common Stock and 64.1% of the Actually Outstanding Common Stock.

As a result of the matters described in Item 4 above, the Reporting Persons may be deemed to constitute a “group,” within the meaning of Section 13(d)(3) of the Exchange Act, with Goldman Sachs and Silver Point.  The Reporting Persons disclaim beneficial ownership of the stock held by Goldman Sachs and Silver Point.  Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that the Reporting Persons or any of their respective affiliates are the beneficial owners of any of stock beneficially owned by Goldman Sachs or Silver Point for purposes of Section 13(d) of the Exchange Act or for any other purpose.”


 
 
 


SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.

Dated:  December ___, 2011
 
 


 
THOMAS H. LEE ADVISORS, LLC
   
 
By:            /s/ Charles Holden                               
 
Name: Charles Holden
 
Title: Managing Director
   
   
 
THL EQUITY ADVISORS VI, LLC
   
 
By: THOMAS H. LEE PARTNERS, L.P.
 
its sole member
 
By: THOMAS H. LEE ADVISORS, LLC
 
its general partner
   
 
By:            /s/ Charles Holden                               
 
Name: Charles Holden
 
Title: Managing Director
   
 
THOMAS H. LEE EQUITY FUND VI, L.P.
   
 
By: THL EQUITY ADVISORS VI, LLC, its general
 
partner
 
By: THOMAS H. LEE PARTNERS, L.P., its sole member
 
By: THOMAS H. LEE ADVISORS, LLC, its general
 
partner
   
 
By:            /s/ Charles Holden                               
 
Name: Charles Holden
 
Title: Managing Director
   
   
   

 


 
 
 
 
   
   
 
THOMAS H. LEE PARALLEL FUND VI, L.P.
   
 
By: THL EQUITY ADVISORS VI, LLC, its general
 
partner
 
By: THOMAS H. LEE PARTNERS, L.P., its sole member
 
By: THOMAS H. LEE ADVISORS, LLC, its general
 
partner
   
 
By:            /s/ Charles Holden                                
 
Name: Charles Holden
 
Title: Managing Director
   
   
 
THOMAS H. LEE PARALLEL (DT) FUND VI, L.P.
   
 
By: THL EQUITY ADVISORS VI, LLC, its general
 
partner
 
By: THOMAS H. LEE PARTNERS, L.P., its sole member
 
By: THOMAS H. LEE ADVISORS, LLC, its general
 
partner
   
 
By:            /s/ Charles Holden                                
 
Name: Charles Holden
 
Title: Managing Director
   
   
 
THL EQUITY FUND VI INVESTORS
 
(MONEYGRAM), LLC
   
 
By: THL EQUITY ADVISORS VI, LLC, its general
 
partner
 
By: THOMAS H. LEE PARTNERS, L.P., its sole member
 
By: THOMAS H. LEE ADVISORS, LLC, its general
 
partner
   
 
By:            /s/ Charles Holden                               
 
Name: Charles Holden
 
Title: Managing Director
   
   
   

 

 
 
 

   
   
   
 
THL COINVESTMENT PARTNERS, L.P.
   
 
By: THOMAS H. LEE PARTNERS, L.P.
 
its general partner
 
By: THOMAS H. LEE ADVISORS, LLC
 
its general partner
   
 
By:            /s/ Charles Holden                                
 
Name: Charles Holden
 
Title: Managing Director
   
   
   
 
THL OPERATING PARTNERS, L.P.
   
 
By: THOMAS H. LEE PARTNERS, L.P.
 
its general partner
 
By: THOMAS H. LEE ADVISORS, LLC
 
its general partner
   
 
By:            /s/ Charles Holden                               
 
Name: Charles Holden
 
Title: Managing Director
   
   

 

 
 
 


 

 
   
   
 
GREAT-WEST INVESTORS L.P.
   
 
By: THOMAS H. LEE ADVISORS, LLC
 
its attorney-in-fact
   
 
By:            /s/ Charles Holden                                
 
Name: Charles Holden
 
Title: Managing Director
   
   
 
PUTNAM INVESTMENTS EMPLOYEES’ SECURITIES COMPANY III LLC
   
 
By: PUTNAM INVESTMENTS HOLDINGS, LLC
 
its managing member
 
By: PUTNAM INVESTMENTS, LLC
 
its managing member
 
By: THOMAS H. LEE ADVISORS, LLC
 
its attorney-in-fact
   
 
By:   /s/ Charles Holden   
 
Name: Charles Holden
 
Title: Managing Director
   
   
 
PUTNAM INVESTMENTS HOLDINGS, LLC
   
 
By: PUTNAM INVESTMENTS, LLC
 
its managing member
 
By: THOMAS H. LEE ADVISORS, LLC
 
its attorney-in-fact
   
 
By:           /s/ Charles Holden                              
 
Name: Charles Holden
 
Title: Managing Director