0001179110-13-002789.txt : 20130214 0001179110-13-002789.hdr.sgml : 20130214 20130214202319 ACCESSION NUMBER: 0001179110-13-002789 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130212 FILED AS OF DATE: 20130214 DATE AS OF CHANGE: 20130214 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hatzopoulos Anh CENTRAL INDEX KEY: 0001503393 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34915 FILM NUMBER: 13617226 MAIL ADDRESS: STREET 1: 115 SUMMERHOLM PL CITY: HILLSBOROUGH STATE: CA ZIP: 94010 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 edgar.xml FORM 4 - X0306 4 2013-02-12 0 0001496623 NetSpend Holdings, Inc. NTSP 0001503393 Hatzopoulos Anh 701 BRAZOS SUITE 1200 AUSTIN TX 78701 0 1 0 0 EVP Online Business Dev. Common Stock (1,902) 2013-02-12 4 M 0 6918 8.80 A 8820 D Common Stock (8,820) 2013-02-12 4 S 0 6918 11.21 D 1902 D Restricted Stock (10,169) 10169 D Restricted Stock (130,208) 130208 D Restricted Stock (165,000) 165000 D Employee Stock Option (right to buy) (233,422) 2013-02-12 4 M 0 6918 0 D Common Stock 6918 226504 D Employee Stock Option (right to buy) (200,000) Common Stock 200000 200000 D Option exercised and shares sold pursuant to a pre-existing 10b5-1 plan. Price shown represents average sales price. 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. 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. 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. 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; 6,918 exercised on February 12, 2013; vesting 25% on each of February 10, 2013, 2014, 2015, 2016). 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. 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 2013-02-14