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^*

JEROME JAMES P

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP Card Operations

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2013

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 (3,390)	07/01/2013		D		3,390	D	$16	0⁽¹⁾	D
Restricted Stock (10,169)	07/01/2013		D		10,169	D	$16	0⁽¹⁾	D
Restricted Stock (41,667)	07/01/2013		D		41,667	D	$16	0⁽¹⁾	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) 134,662)	⁽²⁾	07/01/2013		D			134,662	⁽²⁾	⁽²⁾	Common Stock	134,662	$0	0	D
Employee Stock Option (right to buy) (75,000)	⁽³⁾	07/01/2013		D			75,000	⁽³⁾	⁽³⁾	Common Stock	75,000	$0	0	D

Explanation of Responses:

1. Each share shown was converted into the right to receive $16.00 in connection with the merger (the Merger) between the Company and General Merger Sub, Inc. (Merger Sub) pursuant to that certain Agreement and Plan of Merger, dated February 19, 2013 (as amended May 29, 2013, the Merger Agreement) by and between the Company, Merger Sub and Total System Services, Inc. (TSYS)

2. Options were granted February 5, 2009 (25,000 shares @ $3.47 per share; vesting 25% on each of February 5, 2010, 2011, 2012 and 2013; 13,910 shares exercised on 11/8/2012; 4,840 shares exercised on 11/9/2012), April 20, 2010 (50,250 shares @ $3.78 per share; vesting 25% on each of March 25, 2011, 2012, 2013 and 2014; 4,260 shares exercised on 11/9/2012), April 20, 2010 (24,750 shares @ $3.78 per share; fully vested), February 16, 2011 (30,000 shares @ $14.80 per share; vesting 25% on each of February 16, 2012, 2013, 2014 and 2015), and February 9, 2012 (27,672 shares @ $8.75 per share; vesting 25% on each of February 9, 2013, 2014, 2015 and 2016). All of the options were cancelled in the Merger in exchange for a cash payment of $1,179,377, representing the difference between the exercise prices of the options and the consideration paid in the Merger ($16.00 per share)

3. Options were granted on May 8, 2008 (50,000 shares @ $3.45 per share; and October 22, 2008 (25,000 shares @ $3.47 per share; fully vested. All of the options were cancelled in the Merger in exchange for a cash payment of $940,750, representing the difference between the exercise prices of the options and the consideration paid in the Merger ($16.00 per share)

	Steven F. Coleman, by power of attorney	07/01/2013
	** 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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