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

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* Skylight Holdings I, LLC (Last) (First) (Middle) 450 LEXINGTON AVE., 31ST FLOOR (Street) NEW YORK NY 10017 (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 X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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, par value $0.001 per share(1)(2)(3)	16,906,100(1)(2)(3)	D
Class B Common Stock, par value $0.001 per share	10,489,466(1)(2)(3)	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

1. Name and Address of Reporting Person* Skylight Holdings I, LLC (Last) (First) (Middle) 450 LEXINGTON AVE., 31ST FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* JLL Associates G.P. IV, L.L.C. (Last) (First) (Middle) 450 LEXINGTON AVE., 31ST FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* JLL Associates G.P. V, L.L.C. (Last) (First) (Middle) 450 LEXINGTON AVE., 31ST FLOO (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* JLL Associates IV, L.P. (Last) (First) (Middle) 450 LEXINGTON AVE., 31ST FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* JLL Associates V, L.P. (Last) (First) (Middle) 450 LEXINGTON AVE., 31ST FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* JLL Partners Fund IV, L.P. (Last) (First) (Middle) 450 LEXINGTON AVE., 31ST FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* JLL PARTNERS FUND V LP (Last) (First) (Middle) 450 LEXINGTON AVE., 31ST FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* LEVY PAUL S (Last) (First) (Middle) 450 LEXINGTON AVE., 31ST FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. This report is filed jointly by Skylight Holdings I, LLC; JLL Partners Fund IV, L.P.; JLL Associates IV, L.P.; JLL Associates G.P. IV, L.L.C; JLL Partners Fund V, L.P.; JLL Associates V, L.P.; JLL Associates G.P. V, L.L.C. and Paul S. Levy. Skylight Holdings I, LLC is the direct beneficial owner of 16,906,100 shares of common stock, par value $0.001 per share (the "Common Stock"), of NetSpend Holdings, Inc. (the "Company") and 10,489,466 shares of class B common stock, par value $0.001 per share (the "Class B Common Stock"), of the Company. JLL Partners Fund IV, L.P. and JLL Partners Fund V, L.P. own a controlling interest in Skylight Holdings I, LLC.

2. JLL Associates IV, L.P. is the general partner of JLL Partners Fund IV, L.P.; and JLL Associates G.P. IV, L.L.C. is the general partner of JLL Associates IV, L.P. Paul S. Levy is the sole member of JLL Associates G.P. IV, L.L.C. Paul S. Levy, JLL Associates G.P. IV, L.L.C. and JLL Associates IV, L.P. may be deemed to be the indirect beneficial owners of 16,906,100 shares of Common Stock and 10,489,466 shares of Class B Common Stock of the Company. Paul S. Levy, JLL Associates IV, L.P. and JLL Associates G.P. IV, L.L.C. disclaim beneficial ownership of these securities except to the extent of such reporting person's 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.

3. JLL Associates V, L.P. is the general partner of JLL Partners Fund V, L.P.; and JLL Associates G.P. V, L.L.C. is the general partner of JLL Associates V, L.P. Paul S. Levy is the sole member of JLL Associates G.P. V, L.L.C. Paul S. Levy, JLL Associates G.P. V, L.L.C. and JLL Associates V, L.P. may be deemed to be the indirect beneficial owners of 16,906,100 shares of Common Stock and 10,489,466 shares of Class B Common Stock of the Company. Paul S. Levy, JLL Associates V, L.P. and JLL Associates G.P. V, L.L.C. disclaim beneficial ownership of these securities except to the extent of such reporting person's 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.

Remarks:

	/s/ Frank J. Rodriguez, Chief Executive Officer of Skylight Holdings I, LLC	10/18/2010
	/s/ Paul S. Levy, Sole Member of JLL Associates G.P. IV, L.L.C.	10/18/2010
	/s/ Paul S. Levy, Sole Member of JLL Associates G.P. V, L.L.C.	10/18/2010
	JLL Associates IV, L.P. By JLL Associates G.P. IV, L.L.C., its general partner /s/ Paul S. Levy, Sole Member of JLL Associates G.P. IV, L.L.C.	10/18/2010
	JLL Associates V, L.P. By JLL Associates G.P. V, L.L.C., its general partner /s/ Paul S. Levy, Sole Member of JLL Associates G.P. V, L.L.C.	10/18/2010
	JLL Partners Fund IV, L.P., By JLL Associates IV, L.P., its General Partner, By JLL Associates G.P. IV, L.L.C., its General Partner /s/ Paul S. Levy, Sole Member of JLL Associates G.P. IV, L.L.C.	10/18/2010
	JLL Partners Fund V, L.P., By JLL Associates V, L.P., its General Partner, By JLL Associates G.P. V, L.L.C., its General Partner /s/ Paul S. Levy, Sole Member of JLL Associates G.P. V, L.L.C.	10/18/2010
	/s/ Paul S. Levy	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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.