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* LEVY PAUL S (Last) (First) (Middle) 450 LEXINGTON AVE., 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) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 08/17/2011
	4. 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 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, par value $0.001 per share	08/17/2011		J(1)		1,999,950	D	$0.00	4,239,677(2)	I	See Footnote(3)
Common Stock, par value $0.001 per share	08/17/2011		J(4)		5,000,050	D	$0.00	10,599,548(5)	I	See Footnote(3)

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
Series A Convertible Preferred Stock	(6)	08/17/2011		J(7)		199,995		(6)	(6)	Common Stock	1,999,950	$0.00	199,995(4)	I	See Footnote(3)
Series A Convertible Preferred Stock	(6)	08/17/2011		J(8)		500,005		(6)	(6)	Common Stock	5,000,050	$0.00	500,005(5)	I	See Footnote(3)

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)

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 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 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 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* 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 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)

Explanation of Responses:

1. These 1,999,950 shares of common stock, par value $0.001 (the "Common Stock"), of NetSpend Holdings, Inc. (the "Company") were exchanged by JLL Partners Fund IV, L.P. ("Fund IV") for 199,995 shares of series A convertible preferred stock, par value $0.001 (the "Series A Convertible Preferred Stock") of the Company, upon the terms and subject to the conditions of a Share Exchange Agreement (the "Share Exchange Agreement"), dated as of August 17, 2011, by and among the Company, Fund IV and JLL Partners Fund V, L.P. (the "Fund IV Share Exchange").

2. After the Fund IV Share Exchange, Fund IV is the direct beneficial owner of 4,239,677 shares of Common Stock of the Company and 199,995 shares of Series A Convertible Preferred Stock of the Company. Each of Paul S. Levy, Associates G.P. IV and Associates IV may be deemed to be the indirect beneficial owners of such shares of Common Stock of the Company. Paul S. Levy, Associates IV and Associates G.P. IV each 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. This report is filed jointly by Fund IV; JLL Associates IV, L.P. ("Associates IV"); JLL Associates G.P. IV, L.L.C. ("Associates G.P. IV"); JLL Partners Fund V, L.P. ("Fund V"); JLL Associates V, L.P. ("Associates V"); JLL Associates G.P. V, L.L.C. ("Associates G.P. V") and Paul S. Levy. Associates IV is the general partner of Fund IV, and Associates G.P. IV is the general partner of Associates IV. Paul S. Levy is the sole member of Associates G.P. IV. Associates V is the general partner of Fund V, and Associates G.P. V is the general partner of Associates V. Paul S. Levy is the sole member of Associates G.P. V. Each of the reporting persons disclaims beneficial ownership of the Common Stock of the Company 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.

4. These 5,000,050 shares of Common Stock of the Company were exchanged by Fund V for 500,005 shares of Series A Convertible Preferred Stock of the Company upon the terms and subject to the conditions of the Share Exchange Agreement (the "Fund V Share Exchange").

5. After the Fund V Share Exchange, Fund V is the direct beneficial owner of 10,599,548 shares of Common Stock of the Company and 500,005 shares of Series A Convertible Preferred Stock of the Company. Each of Paul S. Levy, Associates G.P. V and Associates V may be deemed to be the indirect beneficial owners of such shares of Common Stock of the Company. Paul S. Levy, Associates V and Associates G.P. V each 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.

6. The Series A Convertible Preferred Stock is convertible into Common Stock at any time at a rate of ten shares of Common Stock for each share of Series A Convertible Preferred Stock upon the terms and subject to the conditions of the Share Exchange Agreement. There is no expiration date for convertibility.

7. These 199,995 shares of Series A Convertible Preferred Stock of the Company were received by JLL Fund IV in connection with the Fund IV Share Exchange. See note (1) above.

8. These 500,005 shares of Series A Convertible Preferred Stock of the Company were received by JLL Fund V in connection with the Fund V Share Exchange. See note (4) above.

Remarks:

	/s/Paul S. Levy	08/17/2011
	/s/ Paul S. Levy	08/17/2011
	/s/ Paul S. Levy	08/17/2011
	/s/ Paul S. Levy	08/17/2011
	/s/ Paul S. Levy	08/17/2011
	/s/ Paul S. Levy	08/17/2011
	/s/ Paul S. Levy	08/17/2011
	** Signature of Reporting Person	Date
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