Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 12)
MoneyGram International, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
60935Y208
(CUSIP Number)
David S. Thomas, Esq.
Goldman Sachs & Co. LLC
200 West Street
New York, New York 10282-2198
(212) 902-1000
With a copy to:
Robert C. Schwenkel, Esq.
David L. Shaw, Esq.
Fried, Frank, Harris, Shriver & Jacobson LLP
One New York Plaza
New York, NY 10004
(212) 859-8000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
August 19, 2020
(Date of Event which Requires Filing of this Statement)
If the Reporting Person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or
13d-1(g), check the following box [ ].
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
*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 disclosures provided in a prior cover page.
The information required on 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).
|
CUSIP No. 60935Y208
|
SCHEDULE 13D
|
Page 2 of 28 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
The Goldman Sachs Group, Inc.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☒
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
AF, WC, OO
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
| |
|
|
|||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
3,465,436
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
3,465,436
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
3,465,436
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☒
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
4.8% (1)
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
|
|
|
|||
|
|
|
||||
____________________
(1) All calculations of percentage ownership in this Schedule 13D are based upon a total of 72,474,412 shares of Common Stock outstanding, which is the sum of (a) 63,564,178 shares of Common Stock
outstanding as of July 29, 2020, as reported in the Company’s Quarterly Report on Form 10-Q filed with the SEC on July 31, 2020, plus (b) 8,910,234 shares of Common Stock issuable upon the conversion by a
holder other than the Reporting Persons or their affiliates, subject to certain limitations, of the 71,281.9038 shares of Series D Participating Convertible Preferred Stock of the Issuer, outstanding as of July 31, 2020, issued
pursuant to the
Recapitalization Agreement and held by the Reporting Persons. The shares of Series D participating Convertible Preferred Stock held by the Reporting Persons do not vote as a class with the Common Stock.
|
CUSIP No. 60935Y208
|
SCHEDULE 13D
|
Page 3 of 28 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Goldman Sachs & Co. LLC
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☒
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
AF, WC, OO
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☒
|
||
| |
|
|
|||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
New York
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
3,131,323
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
3,131,323
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
3,131,323
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☒
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
4.3%
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
CUSIP No. 60935Y208
|
SCHEDULE 13D
|
Page 4 of 28 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
GSCP VI Advisors, L.L.C.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☒
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
AF
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
| |
|
|
|||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
1,244,613
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
1,244,613
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
1,244,613
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☒
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
1.7%
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
CUSIP No. 60935Y208
|
SCHEDULE 13D
|
Page 5 of 28 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
GS Capital Partners VI Fund, L.P.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☒
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
WC
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
| |
|
|
|||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
1,244,613
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
1,244,613
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
1,244,613
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☒
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
1.7%
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
CUSIP No. 60935Y208
|
SCHEDULE 13D
|
Page 6 of 28 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
GS Advisors VI, L.L.C.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☒
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
AF
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
| |
|
|
|||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
386,480
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
386,480
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
386,480
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☒
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
0.6%
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
CUSIP No. 60935Y208
|
SCHEDULE 13D
|
Page 7of 28 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
GSCP VI Offshore Advisors, L.L.C.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☒
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
AF
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
| |
|
|
|||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
1,035,229
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
1,035,229
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
1,035,229
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☒
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
1.4%
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
CUSIP No. 60935Y208
|
SCHEDULE 13D
|
Page 8 of 28 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
GS Capital Partners VI Offshore Fund, L.P.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☒
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
WC
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
| |
|
|
|||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Cayman Islands
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
1,035,229
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
1,035,229
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
| 1,035,229 |
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☒
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
1.4%
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
CUSIP No. 60935Y208
|
SCHEDULE 13D
|
Page 9 of 28 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Goldman, Sachs Management GP GmbH
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☒
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
AF
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
| |
|
|
|||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Germany
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
44,233
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
44,233
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
44,233
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☒
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
0.1%
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
CUSIP No. 60935Y208
|
SCHEDULE 13D
|
Page 10 of 28 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
GS Capital Partners VI Parallel, L.P.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☒
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
WC
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
| |
|
|
|||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
342,247
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
342,247
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
342,247
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☒
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
0.5%
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
CUSIP No. 60935Y208
|
SCHEDULE 13D
|
Page 11 of 28 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
GS Capital Partners VI GmbH & Co. KG
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☒
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
WC
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
| |
|
|
|||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Germany
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
44,233
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
44,233
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
44,233
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☒
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
0.1%
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
CUSIP No. 60935Y208
|
SCHEDULE 13D
|
Page 12 of 28 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
GSMP V Onshore US, Ltd.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☒
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
WC
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
| |
|
|
|||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Cayman Islands
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
162,986
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
162,986
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
162,986
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☒
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
0.2%
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
CUSIP No. 60935Y208
|
SCHEDULE 13D
|
Page 13 of 28 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
GS Mezzanine Partners V Onshore Fund, L.P.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☒
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
AF
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
| |
|
|
|||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
162,986
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
162,986
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
162,986
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☒
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
0.2%
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
CUSIP
No. 60935Y208
|
SCHEDULE 13D
|
Page
14 of 28 Pages
|
|
1
|
NAMES OF
REPORTING PERSONS
|
|
|
||
|
GS Mezzanine Partners V Onshore Fund, L.L.C.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☒
|
||||
|
|
|
||||
|
3
|
SEC USE
ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF
FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
AF
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
| |
|
|
|||
|
|
|
||||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED
VOTING POWER
|
|
|
||
|
162,986
|
|
|
|||
|
|
|
||||
|
9
|
SOLE
DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
10
|
SHARED
DISPOSITIVE POWER
|
|
|
||
|
162,986
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
162,986
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
|
|
☒
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
0.2%
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF
REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
CUSIP
No. 60935Y208
|
SCHEDULE
13D
|
Page
15 of 28 Pages
|
|
1
|
NAMES OF
REPORTING
PERSONS
|
|
|
||
|
GSMP V
Institutional
US, Ltd.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK
THE
APPROPRIATE
BOX IF A
MEMBER OF A
GROUP
|
(a)
|
☐
|
||
|
(b)
|
☒
|
||||
|
|
|
||||
|
3
|
SEC USE
ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE
OF FUNDS (SEE
INSTRUCTIONS)
|
|
|
||
|
WC
|
|
|
|||
|
|
|
||||
|
5
|
CHECK
BOX IF
DISCLOSURE OF
LEGAL
PROCEEDINGS IS
REQUIRED
PURSUANT TO
ITEM 2(D) OR
2(E)
|
|
☐
|
||
| |
|
|
|||
|
|
|
||||
|
6
|
CITIZENSHIP
OR PLACE OF
ORGANIZATION
|
|
|
||
|
Cayman
Islands
|
|
|
|||
|
|
|
||||
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
7
|
SOLE
VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED
VOTING POWER
|
|
|
||
|
17,198
|
|
|
|||
|
|
|
||||
|
9
|
SOLE
DISPOSITIVE
POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
10
|
SHARED
DISPOSITIVE
POWER
|
|
|
||
|
17,198
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE
AMOUNT
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
|
|
|
||
|
17,198
|
|
|
|||
|
|
|
||||
|
12
|
CHECK
BOX IF THE
AGGREGATE
AMOUNT IN ROW
(11) EXCLUDES
CERTAIN SHARES
(SEE
INSTRUCTIONS)
|
|
☒
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT
OF CLASS
REPRESENTED BY
AMOUNT IN ROW
(11)
|
|
|
||
|
0.02%
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF
REPORTING
PERSON (SEE
INSTRUCTIONS)
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
CUSIP
No. 60935Y208
|
SCHEDULE
13D
|
Page
16 of 28 Pages
|
|
1
|
NAMES OF
REPORTING
PERSONS
|
|
|
||
|
GS
Mezzanine
Partners V
Institutional
Fund, L.P.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK
THE
APPROPRIATE
BOX IF A
MEMBER OF A
GROUP
|
(a)
|
☐
|
||
|
(b)
|
☒
|
||||
|
|
|
||||
|
3
|
SEC USE
ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE
OF FUNDS (SEE
INSTRUCTIONS)
|
|
|
||
|
AF
|
|
|
|||
|
|
|
||||
|
5
|
CHECK
BOX IF
DISCLOSURE OF
LEGAL
PROCEEDINGS IS
REQUIRED
PURSUANT TO
ITEM 2(D) OR
2(E)
|
|
☐
|
||
| |
|
|
|||
|
|
|
||||
|
6
|
CITIZENSHIP
OR PLACE OF
ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
7
|
SOLE
VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED
VOTING POWER
|
|
|
||
|
17,198
|
|
|
|||
|
|
|
||||
|
9
|
SOLE
DISPOSITIVE
POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
10
|
SHARED
DISPOSITIVE
POWER
|
|
|
||
|
17,198
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE
AMOUNT
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
|
|
|
||
|
17,198
|
|
|
|||
|
|
|
||||
|
12
|
CHECK
BOX IF THE
AGGREGATE
AMOUNT IN ROW
(11) EXCLUDES
CERTAIN SHARES
(SEE
INSTRUCTIONS)
|
|
☒
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT
OF CLASS
REPRESENTED BY
AMOUNT IN ROW
(11)
|
|
|
||
|
0.02%
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF
REPORTING
PERSON (SEE
INSTRUCTIONS)
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
CUSIP No. 60935Y208
|
SCHEDULE 13D
|
Page 17 of 28 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
GS Mezzanine Partners V Institutional Fund, L.L.C.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☒
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
AF
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
| |
|
|
|||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
17,198
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
17,198
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
17,198
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☒
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
0.02%
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
CUSIP No. 60935Y208
|
SCHEDULE 13D
|
Page 18 of 28 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
GSMP V Offshore US, Ltd.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☒
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
WC
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
| |
|
|
|||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Cayman Islands
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
246,615
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
246,615
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
246,615
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☒
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
0.3%
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
CUSIP No. 60935Y208
|
SCHEDULE 13D
|
Page 19 of 28 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
GS Mezzanine Partners V Offshore Fund, L.P.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☒
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
AF
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
| |
|
|
|||
|
|
<
td style="BORDER-RIGHT: #000000 1pt solid; VERTICAL-ALIGN: top; BORDER-BOTTOM: #000000 1pt solid; WIDTH: 5.01%">
|||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
246,615
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
246,615
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
246,615
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☒
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
0.3%
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
CUSIP No. 60935Y208
|
SCHEDULE 13D
|
Page 20 of 28 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
GS Mezzanine Partners V Offshore Fund, L.L.C.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☒
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
AF
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
| |
|
|
|||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
246,615
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
246,615
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
246,615
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☒
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
0.3%
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
CUSIP No. 60935Y208
|
SCHEDULE 13D
|
Page 21 of 28 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Broad Street Principal Investments, L.L.C.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☒
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
AF
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
| |
|
|
|||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
239,784
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
239,784
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
239,784
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☒
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
0.3%
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
|
|
|
|||
|
|
|
||||
CUSIP No. 60935Y208
This Amendment No. 12 (this “Amendment No. 12”)
supplements and amends certain information in the Schedule 13D filed on April 4, 2008, as amended by Amendment No. 1, filed March 9, 2011, Amendment No. 2 filed May 9, 2011, Amendment No. 3 filed May 23, 2011, Amendment No. 4 filed November 16,
2011, Amendment No. 5 filed November 28, 2011, Amendment No. 6, filed December 27, 2011, Amendment No. 7, filed April 4, 2014, Amendment No. 8, filed August 4, 2020, Amendment No. 9, filed August 6, 2020, Amendment No. 10, filed August 12, 2020,
and Amendment No. 11, filed August 14, 2020 (the “Original 13D” and, together with this Amendment No. 12, the “Schedule 13D”) on behalf of The Goldman Sachs Group, Inc. (“GS Group”), Goldman Sachs & Co. LLC (“Goldman Sachs”), GSCP VI Advisors, L.L.C. (“GSCP Advisors”), GSCP VI Offshore Advisors, L.L.C. (“GSCP Offshore Advisors”), GS Advisors VI, L.L.C. (“GS Advisors”), Goldman, Sachs
Management GP GmbH (“GS GmbH”), GS Capital Partners VI Fund, L.P. (“GS Capital”),
GS Capital Partners VI Offshore Fund, L.P. (“GS Offshore”), GS Capital Partners VI GmbH & Co. KG (“GS Germany”), GS Capital Partners VI Parallel, L.P. (“GS Parallel”), GS Mezzanine Partners V Onshore Fund, L.L.C. (“GS Mezzanine Onshore GP”), GS Mezzanine Partners V Institutional Fund, L.L.C. (“GS Mezzanine
Institutional GP”), GS Mezzanine Partners V Offshore Fund, L.L.C. (“GS Mezzanine Offshore GP”), GS Mezzanine Partners V Onshore Fund, L.P. (“GS Mezzanine Onshore”), GS Mezzanine Partners V Institutional Fund, L.P. (“GS Mezzanine
Institutional”), GS Mezzanine Partners V Offshore Fund, L.P. (“GS Mezzanine Offshore”), GSMP V Onshore US, Ltd. (“GSMP Onshore”), GSMP V Institutional US, Ltd. (“GSMP Institutional”), GSMP V Offshore US, Ltd. (“GSMP Offshore”), and Broad Street Principal Investments, L.L.C. (“Broad Street” and,
together with the foregoing entities, the “Reporting Persons”). Capitalized terms used, but not otherwise defined, herein have the meanings ascribed to them in the
Original 13D.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 of the Original 13D is hereby amended to add the following:
“On August 14, 2020, the Reporting Persons sold an aggregate of 1,784 shares of Series D Preferred Stock (which shares
converted into 223,000 shares of Common Stock) at a weighted average price per share of Common Stock of $3.52, pursuant to Rule 144 (“Rule 144”) under the Securities Act of 1933, as amended.
On August 17, 2020, the Reporting Persons sold an aggregate of 1,920 shares of Series D Preferred Stock (which shares
converted into 240,000 shares of Common Stock) at a weighted average price per share of Common Stock of $3.59, pursuant to Rule 144.
On August 18, 2020, the Reporting Persons sold an aggregate of 1,920 shares of Series D Preferred Stock (which shares
converted into 240,000 shares of Common Stock) at a weighted average price per share of Common Stock of $3.60, pursuant to Rule 144.
On August 19, 2020, the Reporting Persons sold an aggregate of 1,944 shares of Series D Preferred Stock (which shares
converted into 243,000 shares of Common Stock) at a weighted average price per share of Common Stock of $3.45, pursuant to Rule 144.
On August 20, 2020, the Reporting Persons sold an aggregate of 1,480 shares of Series D Preferred Stock (which shares
converted into 185,000 shares of Common Stock) at a weighted average price per share of Common Stock of $3.34 (together with the sale on August 14, 2020, August 17, 2020, August 18, 2020, and August 19, 2020, the “Sales”), pursuant to Rule 144.
As a result of the Sales, the Reporting Persons ceased to beneficially own a number of shares of Series D Preferred Stock
that would convert into more than five percent of the Issuer’s Common Stock.”
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 of the Original 13D is hereby amended as follows:
(i) Subsection (a) is amended and restated in its entirety as follows in connection with, and after giving effect to, the
Sales:
“As of August 20, 2020, GS Group may be deemed to beneficially own an aggregate of 3,465,436 shares of Common Stock,
consisting of (i) 27,417.8842 shares of Series D Preferred Stock acquired by the GS Investors on the Recapitalization Closing Date and currently held by the GS Investors and Broad Street, which are convertible by a holder other than the Reporting
Persons or their affiliates, that receives such shares in a Widely Dispersed Offering into 3,427,234 shares of Common Stock and (ii) 38,202 shares of Common Stock acquired by Goldman Sachs or another wholly-owned broker or dealer subsidiary of GS
Group in ordinary course trading activities, representing in the aggregate approximately 4.8% of the outstanding Common Stock.
As of August 20, 2020, Goldman Sachs may be deemed to beneficially own an aggregate of 3,131,323 shares of Common Stock,
consisting of (i) 24,744.9757 shares of Series D Preferred Stock acquired by the GS Investors on the Recapitalization Closing Date, which are convertible by a holder other than the Reporting Persons or their affiliates, that receives such shares in
a Widely Dispersed Offering into 3,093,121 shares of Common Stock and (ii) 38,202 shares of Common Stock acquired by Goldman Sachs or another wholly-owned broker or dealer subsidiary of GS Group in ordinary course trading activities, representing
in the aggregate approximately 4.3% of the outstanding Common Stock.
As of August 20, 2020, GSCP Advisors and GS Capital may each be deemed to beneficially own an aggregate of 1,244,613 shares
of Common Stock, consisting of 9,956.9055 shares of Series D Preferred Stock acquired by the GS Investors on the Recapitalization Closing Date, which are convertible by a holder, other than the Reporting Persons or their affiliates, that receives
such shares in a Widely Dispersed Offering into 1,244,613 shares of Common Stock, representing in the aggregate approximately 1.7% of the outstanding Common Stock.
As of August 20, 2020, GSCP Offshore Advisors and GS Offshore may each be deemed to beneficially own an aggregate of
1,035,229 shares of Common Stock, consisting of 8,281.8321 shares of Series D Preferred Stock acquired by the GS Investors on the Recapitalization Closing Date, which are convertible by a holder, other than the Reporting Persons or their
affiliates, that receives such shares in a Widely Dispersed Offering into 1,035,229 shares of Common Stock, representing in the aggregate approximately 1.4% of the outstanding Common Stock.
As of August 20, 2020, GS Advisors may be deemed to beneficially own an aggregate of 386,480 shares of Common Stock,
consisting of 3,091.8422 shares of Series D Preferred Stock acquired by the GS Investors on the Recapitalization Closing Date, which are convertible by a holder, other than the Reporting Persons or their affiliates, that receives such shares in a
Widely Dispersed Offering into 386,480 shares of Common Stock, representing in the aggregate approximately 0.6% of the outstanding Common Stock.
As of August 20, 2020, GS Parallel may be deemed to beneficially own an aggregate of 342,247 shares of Common Stock,
consisting of 2,737.9774 shares of Series D Preferred Stock acquired by the GS Investors on the Recapitalization Closing Date, which are convertible by a holder, other than the Reporting Persons or their affiliates, that receives such shares in a
Widely Dispersed Offering into 342,247 shares of Common Stock, representing in the aggregate approximately 0.5% of the outstanding Common Stock.
As of August 20, 2020, GS GmbH and GS Germany may each be deemed to beneficially own an aggregate of 44,233 shares of
Common Stock, consisting of 353.8648 shares of Series D Preferred Stock acquired by the GS Investors on the Recapitalization Closing Date, which are convertible by a holder, other than the Reporting Persons or their affiliates, that receives such
shares in a Widely Dispersed Offering into 44,233 shares of Common Stock, representing in the aggregate approximately 0.1% of the outstanding Common Stock.
As of August 20, 2020, GS Mezzanine Onshore GP, GS Mezzanine Onshore and GSMP Onshore may each be deemed to beneficially
own an aggregate of 162,986 shares of Common Stock, consisting of 1,303.8893 shares of Series D Preferred Stock acquired by the GS Investors on the Recapitalization Closing Date, which are convertible by a holder other than the Reporting Persons or
their affiliates, that receives such shares in a Widely Dispersed Offering into 162,986 shares of Common Stock, representing in the aggregate
approximately 0.2% of the outstanding Common Stock.
As of August 20, 2020, GS Mezzanine Institutional GP, GS Mezzanine Institutional and GSMP Institutional may each be deemed
to beneficially own an aggregate of 17,198 shares of Common Stock, consisting of 137.5852 shares of Series D Preferred Stock acquired by the GS Investors on the Recapitalization Closing Date, which are convertible by a holder, other than the
Reporting Persons or their affiliates, that receives such shares in a Widely Dispersed Offering into 17,198 shares of Common Stock, representing in the aggregate approximately 0.02% of the outstanding Common Stock.
As of August 20, 2020, GS Mezzanine Offshore GP, GS Mezzanine Offshore and GSMP Offshore may each be deemed to beneficially
own an aggregate of 246,615 shares of Common Stock, consisting of 1,972.9215 shares of Series D Preferred Stock acquired by the GS Investors on the Recapitalization Closing Date, which are convertible by a holder, other than the Reporting Persons
or their affiliates, that receives such shares in a Widely Dispersed Offering into 246,615 shares of Common Stock, representing in the aggregate approximately 0.3% of the outstanding Common Stock.
As of August 20, 2020, Broad Street may be deemed to beneficially own an aggregate of 239,784 shares of Common Stock,
consisting of 1,918.2744 shares of Series D Preferred Stock acquired by the GS Investors on the Recapitalization Closing Date and currently held by Broad Street, which are convertible by a holder, other than the Reporting Persons or their
affiliates, that receives such shares in a Widely Dispersed Offering into 239,784 shares of Common Stock, representing in the aggregate approximately 0.3% of the outstanding Common Stock.
In accordance with Securities and Exchange Commission Release No. 34-39538 (January 12, 1998) (the “Release”), this Schedule 13D reflects the securities beneficially owned by certain operating units (collectively, the “Goldman Sachs Reporting Units”) of GS Group and its subsidiaries and affiliates (collectively, “GSG”). This Schedule 13D
does not reflect securities, if any, beneficially owned by any operating units of GSG whose ownership of securities is disaggregated from that of the Goldman Sachs Reporting Units in accordance with the Release. The Goldman Sachs Reporting Units
disclaim beneficial ownership of the securities beneficially owned, if any, by (i) any client accounts with respect to which the Goldman Sachs Reporting Units or their employees have voting or investment discretion, or both, and (ii) certain
investment entities of which the Goldman Sachs Reporting Units acts as the general partner, managing general partner or other manager, to the extent interests in such entities are held by persons other than the Goldman Sachs Reporting Units.
None of the Reporting Persons or, to the knowledge of any of the Reporting Persons, any of the persons listed on Schedules
I, II-A, II-B or II-C to the Original 13D may be deemed to beneficially own any shares of Common Stock other than as set forth herein.”
(ii) Subsection (c) is amended and restated in its entirety as follows:
“Except as set forth in Schedule IV hereto, or as otherwise described in the Schedule 13D, no transactions in the shares of
Common Stock were effected by the Reporting Persons or, to the knowledge of any of the Reporting Persons, any of the persons listed on Schedules I, II-A, II-B or II-C to the Original 13D, during the 60-day period from June 18, 2020 to August 19,
2020.
(iii) Subsection (e) is amended and restated in its entirety as follows:
“As of August 20, 2020, the Reporting Persons ceased to beneficially own a number of shares of Series D Preferred Stock
that would convert into more than five percent of the Issuer’s Common Stock.”
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated:August 21, 2020
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THE GOLDMAN SACHS GROUP, INC.
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By:
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/s/ Jamison Yardley
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Name:
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Jamison Yardley
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Title:
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Attorney-in-Fact
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GOLDMAN SACHS & CO. LLC
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By:
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/s/ Jamison Yardley
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Name:
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Jamison Yardley
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Title:
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Attorney-in-Fact
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GS CAPITAL PARTNERS VI PARALLEL, L.P.
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By:
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/s/ Jamison Yardley
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Name:
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Jamison Yardley
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Title:
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Attorney-in-Fact
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GS ADVISORS VI, L.L.C.
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By:
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/s/ Jamison Yardley
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Name:
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Jamison Yardley
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Title:
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Attorney-in-Fact
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GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P.
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By:
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/s/ Jamison Yardley
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Name:
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Jamison Yardley
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Title:
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Attorney-in-Fact
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GSCP VI OFFSHORE ADVISORS, L.L.C.
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By:
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/s/ Jamison Yardley
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Name:
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Jamison Yardley
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Title:
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Attorney-in-Fact
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GS CAPITAL PARTNERS VI FUND, L.P.
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By:
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/s/ Jamison Yardley
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Name:
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Jamison Yardley
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Title:
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Attorney-in-Fact
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GSCP VI ADVISORS, L.L.C.
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By:
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/s/ Jamison Yardley
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Name:
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Jamison Yardley
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Title:
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Attorney-in-Fact
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GS CAPITAL PARTNERS VI GMBH & CO. KG
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By:
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/s/ Jamison Yardley
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Name:
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Jamison Yardley
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Title:
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Attorney-in-Fact
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GOLDMAN, SACHS MANAGEMENT GP GMBH
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By:
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/s/ Jamison Yardley
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Name:
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Jamison Yardley
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Title:
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Attorney-in-Fact
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GS MEZZANINE PARTNERS V ONSHORE FUND, L.P.
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By:
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/s/ Jamison Yardley
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Name:
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Jamison Yardley
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Title:
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Attorney-in-Fact
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GS MEZZANINE PARTNERS V ONSHORE FUND, L.L.C.
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By:
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/s/ Jamison Yardley
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Name:
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Jamison Yardley
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Title:
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Attorney-in-Fact
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GSMP V ONSHORE US, LTD.
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By:
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/s/ Jamison Yardley
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Name:
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Jamison Yardley
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Title:
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Attorney-in-Fact
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GS MEZZANINE PARTNERS V INSTITUTIONAL FUND, L.P.
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By:
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/s/ Jamison Yardley
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Name:
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Jamison Yardley
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Title:
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Attorney-in-Fact
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GS MEZZANINE PARTNERS V INSTITUTIONAL FUND, L.L.C.
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By:
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/s/ Jamison Yardley
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Name:
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Jamison Yardley
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Title:
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Attorney-in-Fact
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GSMP V INSTITUTIONAL US, LTD.
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By:
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/s/ Jamison Yardley
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Name:
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Jamison Yardley
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Title:
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Attorney-in-Fact
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GS MEZZANINE PARTNERS V OFFSHORE FUND, L.P.
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By:
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/s/ Jamison Yardley
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Name:
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Jamison Yardley
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Title:
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Attorney-in-Fact
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GS MEZZANINE PARTNERS V OFFSHORE FUND, L.L.C.
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By:
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/s/ Jamison Yardley
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Name:
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Jamison Yardley
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Title:
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Attorney-in-Fact
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GSMP V OFFSHORE US, LTD.
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By:
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/s/ Jamison Yardley
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Name:
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Jamison Yardley
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Title:
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Attorney-in-Fact
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BROAD STREET PRINCIPAL INVESTMENTS, L.L.C.
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By:
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/s/ Jamison Yardley
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Name:
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Jamison Yardley
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Title:
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Attorney-in-Fact
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SCHEDULE IV
All transactions disclosed in this Schedule IV were effected by Goldman Sachs & Co. LLC acting as agent on behalf of Goldman
Sachs International and Goldman Sachs Bank Europe, each of which entered into riskless principal trades in connection with client trade facilitation in the ordinary course of their business.
|
Trade Date
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Settlement Date
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Quantity
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Buy/Sell
|
Price
|
||||
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6/10/20
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6/12/20
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10.00
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B
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3.76
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||||
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6/10/20
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6/12/20
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10.00
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S
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3.76
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||||
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6/12/20
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6/16/20
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48,000.00
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B
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3.22
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||||
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6/12/20
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6/16/20
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48,000.00
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S
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3.22
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||||
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6/23/20
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6/25/20
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8,100.00
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B
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3.52
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||||
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6/23/20
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6/25/20
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8,100.00
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B
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3.39
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||||
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6/23/20
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6/25/20
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8,100.00
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S
|
3.52
|
||||
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6/23/20
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6/25/20
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8,100.00
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S
|
3.39
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||||
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6/30/20
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7/2/20
|
522.00
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B
|
3.23
|
||||
|
6/30/20
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7/2/20
|
522.00
|
S
|
3.23
|
||||
|
7/14/20
|
7/16/20
|
5,772.00
|
B
|
3.11
|
||||
|
7/14/20
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7/16/20
|
5,772.00
|
S
|
3.11
|
||||
|
7/20/20
|
7/22/20
|
363.00
|
S
|
3.06
|
||||
|
7/20/20
|
7/22/20
|
1,029.00
|
B
|
3.06
|
||||
|
7/20/20
|
7/22/20
|
666.00
|
S
|
3.06
|
||||
|
7/21/20
|
7/23/20
|
1,955.00
|
B
|
3.09
|
||||
|
7/21/20
|
7/23/20
|
802.00
|
S
|
3.10
|
||||
|
7/21/20
|
7/23/20
|
1,153.00
|
S
|
3.09
|
||||
|
7/24/20
|
7/28/20
|
82.00
|
B
|
2.99
|
||||
|
7/24/20
|
7/28/20
|
165.00
|
B
|
2.99
|
||||
|
7/24/20
|
7/28/20
|
50.00
|
B
|
2.99
|
||||
|
7/24/20
|
7/28/20
|
364.00
|
B
|
2.99
|
||||
|
7/24/20
|
7/28/20
|
139.00
|
B
|
2.99
|
||||
|
7/24/20
|
7/28/20
|
850.00
|
S
|
2.99
|
||||
|
7/24/20
|
7/28/20
|
50.00
|
B
|
2.99
|