0001209191-11-044643.txt : 20110817 0001209191-11-044643.hdr.sgml : 20110817 20110817162151 ACCESSION NUMBER: 0001209191-11-044643 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110817 FILED AS OF DATE: 20110817 DATE AS OF CHANGE: 20110817 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Rodriguez Frank J CENTRAL INDEX KEY: 0001503241 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34915 FILM NUMBER: 111042761 MAIL ADDRESS: STREET 1: 450 LEXINGTON AVENUE, 31ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NetSpend Holdings, Inc. CENTRAL INDEX KEY: 0001496623 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] IRS NUMBER: 202306550 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 701 BRAZOS STREET STREET 2: SUITE 1300 CITY: AUSTIN STATE: TX ZIP: 78701-2582 BUSINESS PHONE: (512) 532-8200 MAIL ADDRESS: STREET 1: 701 BRAZOS STREET STREET 2: SUITE 1300 CITY: AUSTIN STATE: TX ZIP: 78701-2582 4 1 doc4.xml FORM 4 SUBMISSION X0304 4 2011-08-17 0 0001496623 NetSpend Holdings, Inc. NTSP 0001503241 Rodriguez Frank J C/O JLL PARTNERS, INC. 450 LEXINGTON AVENUE, 31ST FLOOR NEW YORK NY 10017 1 0 1 0 Common Stock, par value $0.001 per share 2011-08-17 4 J 0 7000000 0.00 D 14839225 I See Footnote Series A Convertible Preferred Stock 2011-08-17 4 J 0 700000 0.00 A Common Stock 7000000 700000 I See Footnote These shares of common stock, par value $0.001 per share (the "Common Stock"), of NetSpend Holdings, Inc. (the "Company") were exchanged by JLL Partners Fund IV, L.P. and JLL Partners Fund V, L.P. (together, the "JLL Funds") for series A convertible preferred stock, par value $0.001 per share (the "Series A Convertible Preferred Stock"), of the Company (the "Share Exchange") upon the terms and subject to the conditions of a Share Exchange Agreement, dated as of August 17, 2011, by and among the Company, JLL Partners Fund IV, L.P. and JLL Partners Fund V, L.P. (the "Share Exchange Agreement"). After the Share Exchange, the JLL Funds are the beneficial owners of 14,839,225 shares of Common Stock of the Company and 700,000 shares of Series A Convertible Preferred Stock of the Company. Mr. Rodriguez may be deemed to be the indirect beneficial owner of 14,839,225 shares of Common Stock and 700,000 shares of Series A Convertible Preferred Stock of the Company. Mr. Rodriguez disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that he is the beneficial owner of the securities for purposes of Section 16 or for any other purpose. Mr. Rodriguez is an affiliate of the JLL Funds. Mr. Rodriguez disclaims beneficial ownership of the Common Stock of the Company except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that any of these reporting persons is the beneficial owner of the securities for purposes of Section 16 or for any other purpose. These 700,000 shares of Series A Convertible Preferred Stock of the Company were received in connection with the Share Exchange. See footnote (1) above. The Series A Convertible Preferred Stock is convertible into Common Stock at any time at a rate of ten shares of Common Stock for each share of Series A Convertible Preferred Stock upon the terms and subject to the conditions of the Share Exchange Agreement. There is no expiration date for convertibility. /s/Frank J. Rodriguez 2011-08-17