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Form 3 MONEYGRAM INTERNATIONAL For: May 10 Filed by: Chytil Kamila K

May 16, 2016 6:40 PM EDT
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person *
Chytil Kamila K

(Last) (First) (Middle)
2828 NORTH HARWOOD STREET
15TH FLOOR

(Street)
DALLAS TX 75201

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
05/10/2016
3. Issuer Name and Ticker or Trading Symbol
MONEYGRAM INTERNATIONAL INC [ MGI ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP Global Operations
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 22,298 (1)
D
 
Common Stock 15,946 (2)
D
 
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
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 11,149 time-based RSUs and the target number of shares of common stock eligible to be issued upon vesting of 11,149 performance-based RSUs that were granted on July 1, 2015. 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 Adjusted EBITDA is achieved for the year ended December 31, 2015 and up to 50% of the performance-based RSUs vesting over such three year period if a target level of self-service revenue is achieved for the year ended December 31, 2015. No performance-based RSUs will vest unless the threshold level of Adjusted EBITDA is achieved.
2. Represents the number of shares of common stock issuable upon vesting of 13,288 time-based RSUs and the target number of shares of common stock eligible to be issued upon vesting of 2,658 performance-based RSUs that were granted on February 23, 2016. 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 Adjusted EBITDA is achieved for the year ended December 31, 2016 and up to 50% of the performance-based RSUs vesting over such three year period if a target level of self-service revenue is achieved for the year ended December 31, 2016.
Remarks:
Exhibit List: Exhibit 24 - Power of Attorney
/s/ Francis Aaron Henry, attorney-in-fact 05/16/2016
** 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.
                                                                      Exhibit 24

                               POWER OF ATTORNEY

      I, Kamila K. Chytil, do hereby appoint Francis Aaron Henry and Paul N.
Beck, as my true and lawful attorneys-in-fact (each an "Attorney-in-Fact" and,
collectively, the "Attorneys- in-Fact"), each, individually or jointly, with
full power of substitution and resubstitution, to have full power and authority
to act in my name, place and stead and on my behalf to:

      1)  execute and deliver for and on behalf of me, in my capacity as one or
          more of an officer, director, or significant stockholder of MoneyGram
          International, Inc. or any of its subsidiaries (collectively, the
          "Company"), reports, schedules, or other filings with respect to the
          reporting of ownership of or transactions in securities of the Company
          required to be made under the Securities Exchange Act of 1934, as
          amended (the "Exchange Act") or the Securities Act of 1933, as amended
          (the "Securities Act"), and the rules thereunder, including without
          limitation, Schedules 13D and 13G, Forms 3, 4 and 5 and Form 144 and
          any amendments, corrections, supplements or other changes thereto;

      2)  do and perform any and all acts for and on behalf of me that such
          Attorney-in- Fact (in his or her sole discretion) determines may be
          necessary or desirable to complete and execute any such reports,
          schedules or other filings and timely file same with the U.S.
          Securities and Exchange Commission and any stock exchange or other
          authority; and

      3)  take any other action of any type whatsoever in connection with the
          foregoing which, in the sole opinion of such Attorney-in-Fact, may be
          of benefit to, in the best interest of, or legally required by me, it
          being understood that the documents executed by such Attorney-in-Fact
          on behalf of me pursuant to this Power of Attorney shall be in such
          form and shall contain such terms and conditions as such Attorney-in-
          Fact may approve in his or her sole discretion.

      I hereby ratify and confirm all that the Attorneys-in-Fact shall lawfully
do or cause to be done by virtue of this Power of Attorney and the rights and
powers herein granted.  I acknowledge that the Attorneys-in-Fact, in serving in
such capacity at my request, are not assuming, nor is the Company assuming, (i)
any of my responsibilities to comply with the requirements of the Exchange Act
or the Securities Act or any liability for my failure to comply with such
requirements, or (ii) any obligation or liability I incur for profit
disgorgement under Section 16(b) of the Exchange Act.  I further acknowledge
that this Power of Attorney does not relieve me from responsibility for
compliance with my obligations under the Exchange Act or the Securities Act.

      This Power of Attorney shall remain in full force and effect until I am no
longer subject to Sections 13 and 16 of the Exchange Act and Rule 144 of the
Securities Act with respect to my holdings of and transactions in securities
issued by the Company, unless earlier revoked by me in a signed writing
delivered to the Attorneys-in-Fact.

      IN WITNESS WHEREOF, I have executed this Power of Attorney as of May 10,
2016.

                                  Signature: /s/ Kamila K. Chytil
                                             -----------------------------------
                                  Name:      Kamila K. Chytil






 


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