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Form 3 MONEYGRAM INTERNATIONAL For: Mar 29 Filed by: Greenwald Adrianna E.

April 6, 2021 6:13 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 *
Greenwald Adrianna E.

(Last) (First) (Middle)
C/O MONEYGRAM INTERNATIONAL, INC.
2828 N. HARWOOD ST., 15TH FLOOR

(Street)
DALLAS TX 75201

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
03/29/2021
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)
Chief Readiness Officer
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 134,253 (1)
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
Stock Option (right to buy) 08/06/2020 01/21/2022 Common Stock 5,000 5 D  
Stock Option (right to buy) 09/04/2020 01/21/2022 Common Stock 2,500 5 D  
Stock Option (right to buy) 09/08/2020 01/21/2022 Common Stock 5,000 5 D  
Stock Option (right to buy) 09/10/2020 01/21/2022 Common Stock 2,500 5 D  
Stock Option (right to buy) 12/11/2020 01/21/2022 Common Stock 2,500 5 D  
Stock Option (right to buy) 12/15/2020 01/21/2022 Common Stock 2,500 5 D  
Stock Option (right to buy) 02/24/2015 (2) 02/24/2024 Common Stock 1,178 29.08 D  
Explanation of Responses:
1. Includes 6,734 time-based RSUs which vest on February 21, 2022; 7,866 time-based RSUs which vest on March 4, 2022; 7,866 time-based RSUs which vest on March 4, 2023; and 17,680 time-based RSUs granted on February 2021, which vest in three equal installments on each anniversary of such grant date.
2. A third of the options vested over three years following the grant date and are now fully vested.
Remarks:
Exhibit List:  Exhibit 24 - Power of Attorney
/s/ Robert L. Villasenor, attorney-in-fact for Adrianna E. Greenwald 04/06/2021
** 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.
POWER OF ATTORNEY
I, Adrianna E. Greenwald, do hereby appoint and authorize each of Robert L. Villaseor and Cory J. Feinberg, signing singly, as my true and lawful attorney-in-fact (each an "Attorney-in-Fact" and, collectively, the "Attorneys-in-Fact"), 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)    prepare, execute, deliver and file 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 each Attorney-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 each Attorney-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 April  6, 2021.

Signature:    /s/ Adrianna E. Greenwald
Name:            Adrianna E. Greenwald


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