8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): August 20, 2010

MoneyGram International, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	1-31950	16-1690064
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
1550 Utica Avenue South, Suite 100, Minneapolis, Minnesota		55416
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 952-591-3000

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.04 Temporary Suspension of Trading Under Registrant's Employee Benefit Plans.

On August 20, 2010, the administrator of the MoneyGram International, Inc. 401(k) Plan (the "Plan") delivered to MoneyGram International, Inc. (the "Company") a notice of a blackout period under the Plan pursuant to Section 101(i)(2)(E) of the Employee Retirement Income Security Act of 1974, as amended. Consequently, on August 26, 2010, the Company provided notice to its directors and executive officers informing them of a blackout period for the Plan and the trading restrictions that apply to them during the blackout period under Section 306 of the Sarbanes-Oxley Act of 2002 and the Securities and Exchange Commission’s Regulation BTR (the "BTR Notice").

The blackout period is necessary in order to implement the change of the Plan’s trustee and record-keeper from T. Rowe Price to Wells Fargo. During the blackout period, participants in the Plan will be unable to direct or diversify their investments, including investments in the Company’s Common Stock, par value $0.01 (the "Comm on Stock"), or obtain a loan or distribution from the Plan. The blackout period will begin on September 23, 2010 at 4:00 pm EDT and will end on October 11, 2010 at 10:00 am EDT. During the blackout period, directors and executive officers are prohibited from, directly or indirectly, purchasing, selling, or otherwise transferring any Common Stock or other equity or derivative securities of the Company acquired in connection with their service or employment as directors or executive officers of the Company.

During the blackout period and for a period of two years thereafter, stockholders and other interested persons may obtain, without charge, information regarding the blackout period by contacting Corinna Ulrich, VP, Associate General Counsel and Assistant Secretary, at MoneyGram International, Inc., 2828 North Harwood Street, Dallas, Texas, 75201, or by telephone at (214) 999-7551.

A copy of the BTR Notice to directors and executive officers is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit 99.1 BTR Notice to Directors and Exective Officers, dated August 26, 2010

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MoneyGram International, Inc.
August 26, 2010	By:	/s/ Timothy C. Everett
		Name: Timothy C. Everett
		Title: Executive Vice President, General Counsel and Secretary

Exhibit Index

Exhibit No.	Description
99.1	BTR Notice to Directors and Executive Officers, dated August 26, 2010

EX-99.1

NOTICE OF BLACKOUT PERIOD
TO DIRECTORS AND EXECUTIVE OFFICERS OF MONEYGRAM INTERNATIONAL, INC.

August 26, 2010

On October 1, 2010, the trustee and record-keeper for the MoneyGram International, Inc. 401(k) Plan will change from T. Rowe Price to Wells Fargo. To implement the change, a blackout period is required that will affect all of the plan’s investment options, including MoneyGram Common Stock. During the blackout period, participants in the Plan will be unable to direct or diversify their investments, including investments in MoneyGram Common Stock, or obtain a loan or distribution from the Plan. As a director or executive officer of MoneyGram, you will be subject not only to the restrictions that apply to all participants in the Plan, but also the additional restrictions described below. You are reminded that any other trading restrictions related to MoneyGram securities that may otherwise apply to you as a director or executive officer of MoneyGram of which you have been notified by MoneyGram remain in effect.

This notice is being provided to you pursuant to the requirements of Section 306 of the Sarbanes-Oxley Act of 2002 and Rule 104 of Regulation BTR of the Securities Exchange Act of 1934.

The blackout period will begin September 23, 2010 at 4:00 pm EDT and end on October 11, 2010 at 10:00 am EDT (the “Blackout Period”). During the Blackout Period, as a director or executive officer of MoneyGram, you may not directly or indirectly purchase, sell or otherwise transfer, any MoneyGram Common Stock (or other equity or derivative security of MoneyGram) acquired in connection with your service or employment as a director or executive officer of MoneyGram.

Any profit you realize from any non-exempt transaction involving Common Stock during the Blackout Period is recoverable by MoneyGram, and civil and criminal penalties apply if you violate the Blackout Period restrictions.

If you have any questions regarding this notice or would like confirmation of the actual ending date of the Blackout Period, please contact Corinna Ulrich, VP, Associate General Counsel and Assistant Secretary, at MoneyGram International, Inc., 2828 North Harwood Street, Dallas, Texas 75201 or by telephone at (214) 999-7551.

MoneyGram International, Inc.

By: /s/ Corinna Ulrich

Name: Corinna Ulrich Title: Vice President Associate General Counsel and Assistant Secretary Name: Corinna Ulrich

Title:	Vice President
	Associate General Counsel and Assistant Secretary