SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
JEROME JAMES P
(Last) (First) (Middle)
701 BRAZOS STREET, SUITE 1300
(Street)
AUSTIN TX 78701
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
10/18/2010 		3. Issuer Name and Ticker or Trading Symbol
NetSpend Holdings, Inc. [ NTSP ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP Card Operations
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 11,631 D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) (1) 05/07/2018 Common Stock 75,000 $3.45 D
Employee Stock Option (right to buy) (2)(3) 05/07/2018 Common Stock 50,000 $3.45 D
Employee Stock Option (right to buy) (4)(5) 10/21/2018 Common Stock 25,000 $3.47 D
Employee Stock Option (right to buy) (6) 10/21/2018 Common Stock 50,000 $3.47 D
Employee Stock Option (right to buy) (7) 02/04/2019 Common Stock 25,000 $3.47 D
Employee Stock Option (right to buy) (8) 04/19/2020 Common Stock 50,250 $3.78 D
Employee Stock Option (right to buy) (9) 04/19/2020 Common Stock 24,750 $3.78 D
Explanation of Responses:
1. Vests as to one quarter on each of April 7, 2009, April 7, 2010, April 7, 2011 and April 7, 2012.
2. These options are earned on the basis of two conditions: a performance-based vesting condition and, to the extent the performance-based condition is met, a time-based vesting condition in which one fourth vests on each of April 7, 2009, 2010, 2011 and 2012, subject to continued employed through the applicable vesting date. The performance-based vesting condition is achieved upon one of the following events: a change in control (as defined in the 2004 Plan) occurs on or prior to December 31, 2011; a change in control occurs after December 31, 2011 and certain equity value targets are met; if an initial public offering is consummated and the equity value target is achieved following the initial public offering; or if an EBITDA hurdle of $85 million is achieved for the fiscal year ending December 31, 2011, or $85 million plus a cumulative increase of 10% per year, compounding annually, in any subsequent fiscal year.
3. In the event a change in control has not occurred on or prior to April 7, 2014, the option will become 100% vested on April 7, 2014 subject to continued employment through such date.
4. These options are earned on the basis of two conditions: a performance-based vesting condition and, to the extent the performance-based condition is met, a time-based vesting condition in which one fourth vests on each of August 15, 2009, 2010, 2011 and 2012, subject to continued employed through the applicable vesting date. The performance-based vesting condition is achieved upon one of the following events: a change in control (as defined in the 2004 Plan) occurs on or prior to December 31, 2011; a change in control occurs after December 31, 2011 and certain equity value targets are met; if an initial public offering is consummated and the equity value target is achieved following the initial public offering; or if an EBITDA hurdle of $85 million is achieved for the fiscal year ending December 31, 2011, or $85 million plus a cumulative increase of 10% per year, compounding annually, in any subsequent fiscal year.
5. In the event a change in control has not occurred on or prior to August 15, 2014, the option will become 100% vested on August 15, 2014 subject to continued employment through such date.
6. Vests as to one quarter on each of August 15, 2009, August 15, 2010, August 15, 2011 and August 15, 2012.
7. Vests as to one quarter on each of February 5, 2010, February 5, 2011, February 5, 2012 and February 5, 2013.
8. The option vests as to one quarter on each of March 25, 2011, March 25, 2012, March 25, 2013 and March 25, 2014.
9. The option vests upon the earlier of a change in control of NetSpend Holdings, Inc. (the "Company") or the second anniversary of the closing of the initial public offering of the Company, in each case subject to continued employment through the applicable vesting date. The initial public offering of the Company is expected to close on October 22, 2010.
Remarks:
/s/ Andrew W. Adams 10/18/2010
** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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