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^*

Hatzopoulos Anh

(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 Online Business Dev.

3. Date of Earliest Transaction (Month/Day/Year)
10/22/2012

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)
Restricted Stock (13,559)								13,559⁽¹⁾	D
Restricted Stock	10/29/2012		A		130,208	A	$0	130,208⁽²⁾	D
Restricted Stock	10/29/2012		A		165,000	A	$0	165,000⁽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) (233,422)	⁽⁴⁾⁽⁵⁾							⁽⁴⁾⁽⁵⁾	⁽⁴⁾⁽⁵⁾	Common Stock	233,422		233,422⁽⁴⁾⁽⁵⁾	D
Employee Stock Option (right to buy) (200,000)	⁽⁶⁾							⁽⁶⁾	⁽⁶⁾	Common Stock	200,000		200,000⁽⁶⁾	D

Explanation of Responses:

1. Shares of restricted stock were granted on February 10, 2012 (13,559 shares). The shares shown may not be sold or otherwise transferred until they vest. The shares will vest 25% per year on February 9 2013, 2014, 2015, and 2016 if the holder remains in the employ of the Company through the applicable vesting date. The vesting of the shares is subject to acceleration in the event of the death or disability of the holder and any change in control of the Company.

2. Shares of restricted stock were granted on October 29, 2012 (130,208). 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.

3. Shares of restricted stock were granted on October 29,2012. The shares shown may not be sold or otherwise transferred until they vest. The shares will vest on October 29, 2014, if the holder remains in the employ of the Company through such date. The vesting of the shares is subject to acceleration upon the death or disability of the holder or any change in control of the Company.

4. Options were granted on February 5, 2009 (100,000 shares @ $3.47 per share; 25,000 shares exercised on October 22, 2010; 25,000 shares exercised on February 17, 2012; 25,000 shares exercised on March 12, 2012; vesting 25% on each of February 5, 2010, 2011, 2012, 2013), April 20, 2010 (301,500 shares @ $3.78 per share; 14,000 shares exercised on March 12, 2012; 76,055 exercised on July 2, 2012; 13,784 shares exercised on July 5, 2012; 46,911 shares exercised on July 17, 2012; vesting 25% of each of March 25, 2011, 2012, 2013, 2014), February 16, 2011 (30,000 shares @ $14.80 per share; vesting 25% on each of February 16, 2012, 2013, 2014, 2015) and February 10, 2012 (27,672 shares @ $8.80 per share, vesting 25% on each of February 10, 2013, 2014, 2015, 2016).

5. The vesting of each the options is conditioned upon the holder continuing to provide services through the applicable vesting date and is subject to acceleration in the event of a change in control of the Company. The options have a term of ten years from their date of grant.

6. Options were granted on May 8, 2008 (200,000 shares @ $3.45 per share; basic time vesting condition satisfied. In addition to the basic time-based vesting requirements, the vesting of the options also requires that (i) an equity valuation hurdle (currently $1.38 billion) or (ii) an EBITDA hurdle ($93.5 million for 2012 and increasing 10% per year thereafter) be achieved. If these performance goals are not met, the options will vest 100% on February 7, 2014. The vesting the options is conditioned upon the holder continuing to provide services through the applicable vesting date and is subject to acceleration in the event of a change in control of the Company that exceeds the equity valuation hurdle and forfeiture in the event a change in control that does not meet the equity valuation hurdle occurs prior to the EBITDA or cliff vesting dates. The options have a term of ten years from their date of grant.

	/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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