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^*

Harris Charles J

(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)
	President

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)
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)
Common Stock (162,679)	07/01/2013		D		162,679	D	$16	0⁽¹⁾	D
Restricted Stock (203,125)	07/01/2013		D		203,125	D	$16	0⁽¹⁾	D
Restricted Stock (56,610)	07/01/2013		D		56,610	D	$0	0⁽²⁾	D
Restricted Stock (130,208)	07/01/2013		D		130,208	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)
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) (704,041)⁽⁴⁾	⁽⁴⁾	01/07/2013		D			704,041	⁽⁴⁾	⁽⁴⁾	Common Stock	704,041	$0	0⁽⁴⁾⁽⁵⁾	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. Shares of restricted stock were granted on February 9, 2012 (75,480 shares). The shares may not be sold or otherwise transferred until they vest. The shares generally vest 25% per year on the four subsequent anniversaries of their date of grant if the holder remains the employee of the Company through the applicable vesting date. The vesting of the shares is subject to acceleration in the event of a change in control of the Company and in the event of the death or disability of the holder. The shares shown were converted into 37,980 restricted shares of TSYS upon the consummation of the Merger. The restricted TSYS shares feature the same vesting schedule as the original grant.

3. Shares of restricted stock were granted on October 29, 2012 (130,208 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 converted into 87,357 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. Options were granted on July 1, 2010 (350,000 shares at $3.78 per share), February 16, 2011 (200,000 shares at $14.80 per share) and February 9, 2012 (154,041 shares at $8.75 per share). The options have a term of ten years from their date of grant. 25% of the options granted in 2011 and 2012 will vest on the four succeeding anniversary of their grant of date if the holder remains in the employ of the Company through the applicable vesting date (the option granted in 2010 was fully vested). An additional 25% of the options granted in 2011 and 2012 vested upon consummation of the Merger. The vested portions of the options (577,021 shares) were cancelled in the Merger in exchange for a cash payment of $5,015,402, representing the difference between the exercise prices of the vested options and the consideration paid in the Merger ($16.00 per share).

5. The unvested portions of the options (127,020 shares) were exchanged for options to purchase an aggregate of 85,218 shares of the Common Stock of TSYS and their exercise prices were adjusted in accordance with the Merger Agreement.

	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).
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