SEC Form 4 · accession 0001273931-15-000028

MONEYGRAM INTERNATIONAL INC · MGI

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1Represents the number of shares withheld for the payment of tax liabilities in connection with the vesting of 45,605 time-based RSUs that were granted on February 24, 2014.
• F2The price was determined based on the closing price of $8.59 per share of MoneyGram International, Inc.'s common stock on February 24, 2015.
• F3Includes 466,986 shares that may be issued upon vesting of previously granted performance-based and time-based restricted stock units.
• F4Represents the number of shares of common stock issuable upon vesting of 323,051 time-based RSUs and the target number of shares of common stock eligible to be issued upon vesting of 323,051 performance-based RSUs. 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.