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*
HENRY DANIEL R
(Last) (First) (Middle)
701 BRAZOS
SUITE 1200
(Street)
AUSTIN TX 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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
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)
Code V Amount (A) or (D) Price
Common Stock (48,128) 07/01/2013 D 48,128 D $16 0(1) D
Common Stock (40,500)(2) 07/01/2013 D 40,500 D $16 0(1) I See Footnote(2)
Common Stock (5,053) 07/01/2013 D 5,053 D $16 0(1) D
Restricted Stock (150,000) 07/01/2013 D 150,000 D $0 0(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) (1,002,293) $3.53 07/01/2013 D 1,002,293(4) (4) 03/11/2018 Common Stock 1,002,293 $0 0 D
Employee Stock Option (right to buy) (3,043,231) $3.53 07/01/2013 D 1,217,292(5) (5) 03/11/2018 Common Stock 1,825,939 $0 1,825,939 D
Employee Stock Option (right to buy) (1,825,939) $3.53 07/01/2013 D 1,217,292(6) (6) 07/01/2013 Common Stock 1,217,292 $0 608,646 D
Employee Stock Option (right to buy) (608,646) $3.53 07/01/2013 D 608,646(7) 02/05/2014(7) 03/11/2018 Common Stock 608,646 $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. Includes 40,500 shares owned by minor children of the holder who share his home. The holder disclaims beneficial ownership of these shares.
3. Shares of restricted stock were granted on October 29, 2012 (150,000 shares). The shares shown may not be sold or otherwise transferred until they vest. The vesting of the shares was 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 was subject to acceleration in the event of any change in control of the Company. The shares shown were cancelled and replaced with restricted shares of TSYS upon the consummation of the Merger. The vesting of the restricted TSYS shares is based upon the achievement by the Company of certain performance goals.
4. This option was cancelled in the Merger in exchange for a cash payment of 12,498,594, representing the difference between the exercise price of the option and the consideration paid in the Merger ($16.00 per share).
5. These options were cancelled inthe Merger in exchange for a cash payment of $15,179,631, representing the difference between the exercise price of the options and the consideration paid in the Merger ($16.00 per share)
6. The performance conditions associated with these options were not satisfied in connection with the Merger and it was cancelled when the Merger was consummated.
7. This option was exchanged for an option to purchase 408,340 shares of the Common Stock of TSYS and its exercise price was adjusted in accordance with the Merger Agreement.
/s/ 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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