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13G Filing: Sandell Asset Management and Moneygram International Inc (MGI)

Moneygram International Inc (NASDAQ:MGI): Tom Sandell’s Sandell Asset Management filed an amended 13D.

You can check out Sandell Asset Management’s latest holdings and filings here.

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Tom Sandell
Tom Sandell
Sandell Asset Management

You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Sandell Asset Management Europe Ltd 0 145,420 0 145,420 145,420 (see Item 5) 0.3%
Sandell Asset Management Corp 0 3,433,338 0 3,433,338 3,433,338 (see Item 5) 6.3%
Thomas E. Sandell 0 3,578,758 0 3,578,758 3,578,758 (see Item 5) 6.6%
Tom Sandell
Tom Sandell
Sandell Asset Management

Page 1 of 9 – SEC Filing

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.   )*

Moneygram
International, Inc.

(Name of Issuer)

Common Stock,
$0.01 par value

(Title of Class of Securities)

60935Y208

(CUSIP Number)

October 4,
2017

(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
(Page 1 of 9 Pages)

______________________________

*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 the disclosures provided in a prior cover page.

The information required in 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).

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Page 2 of 9 – SEC Filing

1

NAME OF REPORTING PERSONS

Sandell Asset Management Europe Ltd.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

United Kingdom

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

145,420 shares of Common Stock

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

145,420 shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

145,420 shares of Common Stock

10 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item
5)

0.3%

12

TYPE OF REPORTING PERSON

CO

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Page 3 of 9 – SEC Filing

1

NAME OF REPORTING PERSONS

Sandell Asset Management Corp.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

3,433,338 shares of Common Stock

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

3,433,338 shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

3,433,338 shares of Common Stock

10 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item
5)

6.3%

12

TYPE OF REPORTING PERSON

CO; IA

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Page 4 of 9 – SEC Filing

1

NAME OF REPORTING PERSONS

Thomas E. Sandell

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Sweden

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

3,578,758 shares of Common Stock

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

3,578,758 shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

3,578,758 shares of Common Stock

10 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item
5)

6.6%

12

TYPE OF REPORTING PERSON

IN

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Page 5 of 9 – SEC Filing

Item 1(a). NAME OF ISSUER
The name of the issuer is Moneygram International, Inc. (the “Company”).
Item 1(b). ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES
The Company’s principal executive offices are located at 2828 North Hardwood Street, 15th Floor, Dallas, Texas, 75201.
Item 2(a). NAME OF PERSON FILING
This statement is filed by (i) Sandell Asset Management Europe Ltd., an United Kingdom limited company (“SAME”); (ii) Sandell Asset Management Corp., a Cayman Islands exempted company (“SAMC”); and (iii) Thomas E. Sandell, a citizen of Sweden, who serves as Chief Executive Officer of SAMC (“Mr. Sandell” and together with SAME and SAMC, the “Reporting Persons”).
Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
The principal
business address of SAME and Mr. Sandell is 42-44 Grosvenor Gardens, SW1W 0EB London, United Kingdom. The principal business
address of SAMC 540 Madison Ave., 36th Floor, New York, New York 10022.
Item 2(c). CITIZENSHIP
SAME is a limited company formed under the laws of the United Kingdom. SAMC is a corporation formed under the laws of the Cayman Islands. Mr. Sandell is a citizen of Sweden.
Item 2(d). TITLE OF CLASS OF SECURITIES
Common Stock, $0.01 par value (“Common Stock”).
Item 2(e). CUSIP NUMBER
60935Y208
Item 3. IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
(a) ¨ Broker or dealer registered under Section 15 of the Act;
(b) ¨ Bank as defined in Section 3(a)(6) of the Act;
(c) ¨ Insurance company as defined in Section 3(a)(19) of the Act;
(d) ¨ Investment company registered under Section 8 of the Investment Company Act of 1940;

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Page 6 of 9 – SEC Filing

(e) ¨ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) ¨ An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
(g) ¨ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
(h) ¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
(i) ¨ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
(j) ¨ A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
(k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please
specify the type of institution:
Item 4. OWNERSHIP
The percentages used herein are calculated based upon 54,212,336 shares of Common Stock outstanding, which reflects the number of shares of Common Stock outstanding as of August 3, 2017, as reported in the Company’s quarterly report on Form 10-Q filed on August 7, 2017.
The information required by Items 4(a) – (c) is set forth in Rows 5 – 11 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not applicable.
Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Not applicable.
Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON
Not applicable.
Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not applicable.

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Page 7 of 9 – SEC Filing

Item 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable.
Item 10. CERTIFICATION
Each of the Reporting Persons hereby makes the following certification:
By signing below each of the Reporting Persons certifies that, to the best of its or his knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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Page 8 of 9 – SEC Filing

SIGNATURES

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

DATED: October 16, 2017

SANDELL ASSET MANAGEMENT EUROPE LTD.
By: /s/ Thomas E. Sandell
Name: Thomas E. Sandell
Title: Chief Executive Officer
SANDELL ASSET MANAGEMENT CORP.
By: /s/ Thomas E. Sandell
Name: Thomas E. Sandell
Title: Chief Executive Officer
/s/ Thomas E. Sandell
Thomas E. Sandell

 

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Page 9 of 9 – SEC Filing

EXHIBIT A

JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)

The undersigned
acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent
amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing
additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments,
and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible
for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason
to believe that such information is inaccurate.

DATED: October 16, 2017

SANDELL ASSET MANAGEMENT EUROPE LTD.
By: /s/ Thomas E. Sandell
Name: Thomas E. Sandell
Title: Chief Executive Officer
SANDELL ASSET MANAGEMENT CORP.
By: /s/ Thomas E. Sandell
Name: Thomas E. Sandell
Title: Chief Executive Officer
/s/ Thomas E. Sandell
Thomas E. Sandell
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