MONEYGRAM INTERNATIONAL, INC.
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(Name of Issuer)
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Common Stock, par value $0.01 per share
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(Title of Class of Securities)
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60935Y208
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(CUSIP Number)
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Amr Razzak
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Skadden, Arps, Slate, Meagher & Flom LLP
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525 University Avenue
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Palo Alto, California 94301
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(650) 470-4533
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and
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Brooks Stough
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Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP
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One Bush Plaza. Suite 1200
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San Francisco, CA 94104
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(415) 801-4850
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(Name, Address and Telephone Number of Person
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Authorized to Receive Notices and Communications)
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June 17, 2019
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(Date of Event Which Requires Filing of This Statement)
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1
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NAME OF REPORTING PERSONS
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Ripple Labs Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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6,230,895
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8
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SHARED VOTING POWER
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-0-
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9
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SOLE DISPOSITIVE POWER
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6,230,895
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10
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SHARED DISPOSITIVE POWER
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-0-
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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6,230,895
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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9.95%†
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14
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TYPE OF REPORTING PERSON
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CO
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Item 1. |
Security and Issuer
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Item 2. |
Name of Person Filing
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Item 3. |
Source and Amount of Funds or Other Consideration.
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Item 4. |
Purpose of Transaction.
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Item 5. |
Interest in Securities of the Company.
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Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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Item 7. |
Material to be Filed as Exhibits.
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Exhibit Number
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Exhibit Name
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RIPPLE LABS INC.
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By:
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/s/ Sameer Dhond
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Name:
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Sameer Dhond
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Title:
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Deputy General Counsel
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Name
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Business Address
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Principal Occupation
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Officer/Director
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Citizenship
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Bradley Garlinghouse
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315 Montgomery Street, Floor 2, San Francisco, CA 94104
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CEO, Ripple Labs Inc.
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Officer and Director
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United States
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Ron Will
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315 Montgomery Street, Floor 2, San Francisco, CA 94104
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CFO, Ripple Labs Inc.
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Officer
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United States
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Stuart Alderoty
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315 Montgomery Street, Floor 2, San Francisco, CA 94104
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General Counsel, Ripple Labs Inc.
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Officer
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United States
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Christian Larsen
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c/o Ripple Labs Inc.
315 Montgomery Street, Floor 2, San Francisco, CA 94104
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Executive Chairman of the Board of Directors of Ripple Labs Inc.
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Director
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United States
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Susan Athey
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655 Knight Way, Stanford, CA 94305 Mail Code: 4800
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Professor of Economics, Stanford Graduate School of Business
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Director
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United States
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Zoe Cruz
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c/o Ripple Labs Inc.
315 Montgomery Street, Floor 2, San Francisco, CA 94104
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CEO, EOZ Global
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Director
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United States
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Kenneth Kurson
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c/o Sea of Reeds
1030 15th Street NW Suite 266
Washington DC 20005
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Editor in Chief, Observer Media
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Director
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United States
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Benjamin Lawsky
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35 East 62nd St.
New York, NY 10065
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CEO, The Lawsky Group
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Director
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United States
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Anja Manuel
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RiceHadleyGates LLC c/o OMM
2765 Sand Hill Road
Menlo Park, CA 94025
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Partner, RiceHadleyGates, LLC
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Director
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United States
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Yoshitaka Kitao
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19F, Izumi Garden Tower
1-6-1, Roppongi, Minato-ku, Tokyo, 106-6019, Japan
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President and CEO, SBI Holdings Inc.
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Director
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Japan
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Gene Sperling
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c/o Ripple Labs Inc.
315 Montgomery Street, Floor 2, San Francisco, CA 94104
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President, Sperling Economic Strategies
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Director
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United States
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RIPPLE:
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RIPPLE LABS INC.
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By:
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/s/ Brad Garlinghouse
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Name:
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Brad Garlinghouse
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Title:
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CEO
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THL:
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THOMAS H. LEE EQUITY FUND VI, L.P.
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By: THL Equity Advisors VI, LLC, its general partner
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By: Thomas H. Lee Partners, L.P., its sole member
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By: Thomas H. Lee Advisors, LLC, its general partner
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By: THL Holdco, LLC, its managing member
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By:
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/s/ Ganesh B. Rao
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Name:
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Ganesh B. Rao
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Title:
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Managing Director
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THOMAS H. LEE PARALLEL FUND VI, L.P.
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By: THL Equity Advisors VI, LLC, its general partner
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By: Thomas H. Lee Partners, L.P., its sole member
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By: Thomas H. Lee Advisors, LLC, its general partner
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By: THL Holdco, LLC, its managing member
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By:
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/s/ Ganesh B. Rao
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Name:
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Ganesh B. Rao
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Title:
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Managing Director
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THOMAS H. LEE PARALLEL (DT) FUND VI, L.P.
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By: THL Equity Advisors VI, LLC, its general partner
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By: Thomas H. Lee Partners, L.P., its sole member
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By: Thomas H. Lee Advisors, LLC, its general partner
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By: THL Holdco, LLC, its managing member
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By:
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/s/ Ganesh B. Rao
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Name:
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Ganesh B. Rao
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Title:
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Managing Director
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GREAT-WEST INVESTORS, L.P.
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By: Thomas H. Lee Advisors, LLC, its attorney-in-fact
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By: THL Holdco, LLC, its managing member
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By:
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/s/ Ganesh B. Rao
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Name:
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Ganesh B. Rao
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Title:
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Managing Director
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PUTNAM INVESTMENTS EMPLOYEES’
SECURITIES COMPANY III, LLC
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By: Putnam Investments Holdings, LLC, its managing member
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By: Putnam Investments, LLC, its managing member
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By: Thomas H. Lee Advisors, LLC, its attorney-in-fact
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By: THL Holdco, LLC, its managing member
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By:
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/s/ Ganesh B. Rao
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Name:
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Ganesh B. Rao
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Title:
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Managing Director
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THL COINVESTMENT PARTNERS, L.P.
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By: Thomas H. Lee Partners, L.P., its general partner
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By: Thomas H. Lee Advisors, LLC, its general partner
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By: THL Holdco, LLC, its managing member
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By:
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/s/ Ganesh B. Rao
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Name:
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Ganesh B. Rao
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Title:
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Managing Director
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THL OPERATING PARTNERS, L.P.
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|||
By: Thomas H. Lee Partners, L.P., its general partner
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|||
By: Thomas H. Lee Advisors, LLC, its general partner
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By: THL Holdco, LLC, its managing member
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By:
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/s/ Ganesh B. Rao
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Name:
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Ganesh B. Rao
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Title:
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Managing Director
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THL EQUITY FUND VI INVESTORS (MONEYGRAM), LLC
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By: THL Equity Fund Advisors, LLC, its manager
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By: Thomas H. Lee Partners, L.P., its sole member
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By: Thomas H. Lee Advisors, LLC, its general partner
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|||
By: THL Holdco, LLC, its managing member
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|||
By:
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/s/ Ganesh B. Rao
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Name:
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Ganesh B. Rao
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Title:
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Managing Director
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THL MANAGERS VI, LLC
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|||
By: Thomas H. Lee Partners, L.P., its managing member
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|||
By: Thomas H. Lee Advisors, LLC, its general partner
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|||
By: THL Holdco, LLC, its managing member
|
|||
By:
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/s/ Ganesh B. Rao
|
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Name:
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Ganesh B. Rao
|
||
Title:
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Managing Director
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