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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* CASTALDI ALEXANDER R (Last) (First) (Middle) C/O JLL PARTNERS, INC. 450 LEXINGTON AVENUE, 31ST FLOOR (Street) NEW YORK NY 10017 (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 X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 10/22/2010
	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
Class B Common Stock, par value $0.001 per share	10/22/2010		S		4,110,396(1)	D	$10.285	6,379,070	I(2)	By Skylight Holdings I, LLC
Common Stock, par value $0.001 per share	10/22/2010		J(3)		16,906,100	D	$0.00	0	I(2)	By Skylight Holdings I, LLC
Class B Common Stock, par value $0.001 per share	10/22/2010		J(4)		6,379,070	D	$0.00	0	I(2)	By Skylight Holdings I, LLC
Common Stock, par value $0.001 per share								21,839,225(5)	I	See Footnote(5)

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

Explanation of Responses:

1. These shares of class B common stock, par value $0.001 per share (the "Class B Common Stock"), of NetSpend Holdings, Inc. (the "Company") were sold by Skylight Holdings I, LLC ("Skylight Holdings") in the initial public offering of the Company (the "IPO") and in connection with the exercise of an over-allotment option by the underwriters in the Company's IPO. The Class B Common Stock automatically converted to common stock, par value $0.001 per share (the "Common Stock"), of the Company upon such sale.

2. Skylight Holdings is controlled by JLL Partners Fund IV, L.P. and JLL Partners Fund V, L.P. (the "JLL Funds"). Mr. Castaldi is an affiliate of the JLL Funds. Mr. Castaldi disclaims beneficial ownership of the Common Stock of the Company and the Class B Common Stock of the Company 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.

3. These shares of Common Stock of the Company were distributed to the members of Skylight Holdings in connection with the liquidation and dissolution of Skylight Holdings (the "Liquidating Distribution").

4. These shares of Class B Common Stock of the Company were distributed to the members of Skylight in the Liquidating Distribution and automatically converted into Common Stock upon such distribution.

5. These shares of Common Stock of the Company were distributed to JLL Partners Fund IV, L.P. and JLL Partners Fund V, L.P. in the Liquidating Distribution. Of these shares, 6,379,070 shares were shares of Class B Common Stock that automatically converted into Common Stock upon distribution to JLL Partners Fund IV, L.P. and JLL Partners Fund V, L.P. After the Liquidating Distribution, the JLL Funds are the beneficial owners of 21,839,225 shares of Common Stock of the Company and no shares of Class B Common Stock of the Company. Mr. Castaldi may be deemed to be the indirect beneficial owner of 21,839,225 shares of Common Stock of the Company. Mr. Castaldi 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.

Remarks:

	/s/ Alexander R. Castaldi	10/26/2010
	** 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 4 (b)(v).
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