SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

HENRY DANIEL R

(Last)

(First)

(Middle)

701 BRAZOS

SUITE 1200

(Street)

AUSTIN

78701

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NetSpend Holdings, Inc. [ NTSP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/29/2012

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock (186,256)								186,256	D
Common Stock (40,500)								40,500	I	See footnote⁽¹⁾
Common Stock (2,938)								2,938⁽²⁾	D
Restricted Stock	10/29/2012		A		150,000	A	$0	150,000⁽³⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy) (1,002,293)	$3.53							⁽⁴⁾	03/11/2018	Common Stock	1,002,293		1,002,293	D
Employee Stock Option (right to buy) (3,043,231)	$3.53							⁽⁵⁾	03/11/2018	Common Stock	3,043,231		3,043,231	D

Explanation of Responses:

1. Includes 40,500 shares purchased by minor children of the holder who share his home. The holder disclaims beneficial ownership of these shares.

2. Represents shares acquired pursuant to the NetSpend Holdings, Inc. 2012 Employee Stock Purchase Plan. The shares may not be sold or otherwise disposed of for six months following their date of purchase.

3. Shares of restricted stock were granted on October 29, 2012 (150,000). The shares shown may not be sold or otherwise transferred until they vest. The vesting of the shares is conditioned upon the Company's 2015 adjusted net income equalling or exceeding certain specified targets and the holder remaining in the employ of the Company through the applicable vesting date. The vesting of the shares is subject to acceleration in the event of any change in control of the Company.

4. This option has vested in its entirety.

5. The vesting of this option is subject to certain performance targets described in the relevant option agreement, a copy of which was filed as Exhibit 10.22 to the Company's Registration Statement on Form S-1/A (Reg. No. 333-168127) filed with the Commission on September 21, 2010, as amended by that certain Amendment to Performance-Based Option, dated October 5, 2012 (filed as Exhibit 10.1 to the Current Report on Form 8-K the Company filed with the Commission on October 10, 2012. As of the date of this report on Form 4, 1,217,292 of the shares subject to this option have vested.

	/s/ Steven F. Coleman, by power of attorney	10/31/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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