MGI MoneyGram International Inc

FORM 4 ☒ Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * Greenwald Adrianna E.	2. Issuer Name and Ticker or Trading Symbol MONEYGRAM INTERNATIONAL INC [ MGI ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) Chief Readiness Officer
(Last)          (First)          (Middle) C/O MONEYGRAM INTERNATIONAL, INC., 2828 NORTH HARWOOD STREET, 15TH FLOOR	3. Date of Earliest Transaction (MM/DD/YYYY) 6/1/2023
(Street) DALLAS, TX 75201	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person
(City)        (State)        (Zip)	Rule 10b5-1(c) Transaction Indication ☐ Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	6/1/2023		D		326049	D	(1)(2)	0	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		7. Title and Amount of Securities Underlying Derivative Security (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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	(3)	6/1/2023		D			1178	(3)	(3)	Common Stock	1178	(3)	0	D
Performance-Based Restricted Stock Units (PSUs)	(4)	6/1/2023		D			36867	(4)	(4)	Common Stock	36867	(4)	0	D

Explanation of Responses:
(1)	Pursuant to the Agreement and Plan of Merger, dated as of February 14, 2022 (the "Merger Agreement") by and among the Issuer, Mobius Parent Corp., a Delaware corporation ("Parent") and an affiliate of Madison Dearborn Partners, LLC, and Mobius Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent, on June 1, 2023 (the "Effective Time"), each share of Common Stock held by the Reporting Person was automatically cancelled and converted into the right to receive $11.00 in cash (the "Merger Consideration"). In addition, (i) any restricted stock units subject to time-based vesting (each, an "RSU") that were granted prior to calendar year 2023 (i.e., 70,693 RSUs) automatically became fully vested and were cancelled and converted into the right to receive the Merger Consideration;
(2)	(Continued from footnote 1) (ii) any RSUs that were granted during calendar year 2023 (i.e., 73,333 RSUs) were converted into a cash-settled award that would thereafter continue in accordance with the same vesting terms and conditions following the transactions contemplated by the Merger Agreement; and (iii) any PSUs that were granted prior to calendar year 2023 (i.e., 32,394 PSUs) which have vested based on achievement of the applicable performance criteria at the greater of target and the actual level of performance achieved were cancelled and converted into the right to receive the Merger Consideration..
(3)	Pursuant to the terms of the Merger Agreement, each outstanding option to purchase shares of Common Stock held by the Reporting Person, whether or not vested, was automatically cancelled and retired for no consideration because the exercise price applicable to each option (which was $20.08 for the options indicated) exceeded the Merger Consideration.
(4)	Represents restricted stock units subject to performance-based vesting (each, a "PSU") held by the Reporting Person that originally represented the right to receive, upon satisfaction of the applicable performance criteria and vesting of the PSU, one share of Common Stock of the Issuer. Pursuant to the terms of Merger Agreement, at the Effective Time (ii) any PSUs that were granted during calendar year 2023 (i.e., 36,867 PSUs) were converted into a cash-settled award based on achievement of the applicable performance criteria at the greater of target and the actual level of performance achieved as of immediately prior to the Effective Time that would thereafter continue in accordance with the same vesting terms and conditions following the transactions contemplated by the Merger Agreement.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Greenwald Adrianna E. C/O MONEYGRAM INTERNATIONAL, INC. 2828 NORTH HARWOOD STREET, 15TH FLOOR DALLAS, TX 75201			Chief Readiness Officer

Signatures
/s/ Robert L. Villasenor, attorney-in-fact for Adrianna E. Greenwald		6/5/2023
**Signature of Reporting Person		Date

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