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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 Convertible Preferred Stock | $ 2.5 | 03/28/2008 | S | 10,000 | (1) | (2) | Common Stock | 4,000,000 | $ 1,000 | 485,000 | I | Please see footnote 3. (3) | |||
| Series B Participating Convertible Preferred Stock | $ 2.5 | 03/31/2008 | S(4) | 5,428.962 | (1) | (2) | Common Stock | 2,171,584.8 | $ 1,000 | 479,571.038 | I | Please see footnote 3. (3) | |||
| Series B Participating Convertible Preferred Stock | $ 2.5 | 03/31/2008 | P(5) | 1,000 | (1) | (2) | Common Stock | 400,000 | $ 1,000 | 480,571.038 | I | Please see footnotes 3 and 6. (3) (6) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| THL Equity Advisors VI, LLC C/O THOMAS H. LEE PARTNERS, L.P. 100 FEDERAL STREET, 35TH FL. BOSTON, MA 02110 |
X | |||
| /s/ Charles P. Holden | 04/01/2008 | |
| **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 Series B Participating Convertible Preferred Stock is convertible at any time at the holder's election, provided that prior to the Voting Date (as defined below), the holder's conversion rights are limited to the extent such conversion would entitle the holder, together with other certain parties, to vote a number of shares of common stock that would exceed the number of shares to which the holder, together with certain other parties, is entitled without any prior notice and/or approval under the laws relating to money transmission/the sale of checks of any state. The "Voting Date" is the earlier of (i) the date all applicable state regulatory approvals for the acquisition by the holder of control of the Issuer have been obtained, or (ii) such other date requested in writing by the holder on or after 6/15/2008. The regulatory approvals referenced in clause (i) of the immediately preceding sentence are actively being sought and may be obtained within 60 days of the date hereof. |
| (2) | The Series B Participating Convertible Preferred Stock has no expiration date. |
| (3) | The reporting person is the general partner of each of Thomas H. Lee Equity Fund VI, L.P. ("Equity"), and Thomas H. Lee Parallel Fund VI, L.P. ("Parallel"), and Thomas H. Lee Equity Parallel (DT) Fund VI, L.P. ("DT", and together with Equity and Parallel, 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. 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 its pecuniary interest therein. |
| (4) | On March 31, 2008, Parallel and DT sold an aggregate of 5,428.962 shares of Series B Participating Convertible Preferred Stock of the Issuer to various affiliates of the Funds for the stated consideration. |
| (5) | On March 31, 2008, in connection with the sale of shares described in Footnote (4), THL Equity Fund VI Investors (MoneyGram), L.P. ("Investors") purchased 1,000 shares of Series B Participating Convertible Preferred Stock for the stated consideration. |
| (6) | The reporting person is the general partner of Investors. As such, the reporting person may be deemed to beneficially own the shares of the Issuer owned directly by each of the Funds, and Investors. 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 its pecuniary interest therein. |