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* Skylight Holdings I, LLC (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) 10/22/2010
	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
Class B Common Stock, par value $0.001 per share	10/22/2010		S		4,110,396(1)	D	$10.285	6,379,070	D(2)(3)
Common Stock, par value $0.001 per share	10/22/2010		J(4)		16,906,100	D	$0.00	0	D(2)(3)
Class B Common Stock, par value $0.001 per share	10/22/2010		J(5)		6,379,070	D	$0.00	0	D(2)(3)
Common Stock, par value $0.001 per share								6,239,627(6)(7)	I	See Footnote(6)(7)
Common Stock, par value $0.001 per share								15,599,598(8)(9)	I	See Footnote(8)(9)

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

1. Name and Address of Reporting Person* Skylight Holdings I, LLC (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)

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)

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. This report is filed jointly by Skylight Holdings I, LLC; JLL Partners Fund IV, L.P.; JLL Associates IV, L.P.; JLL Associates G.P. IV, L.L.C; JLL Partners Fund V, L.P.; JLL Associates V, L.P.; JLL Associates G.P. V, L.L.C. and Paul S. Levy. JLL Associates IV, L.P. is the general partner of JLL Partners Fund IV, L.P.; and JLL Associates G.P. IV, L.L.C. is the general partner of JLL Associates IV, L.P. Paul S. Levy is the sole member of JLL Associates G.P. IV, L.L.C. JLL Associates V, L.P. is the general partner of JLL Partners Fund V, L.P.; and JLL Associates G.P. V, L.L.C. is the general partner of JLL Associates V, L.P.

3. Paul S. Levy is the sole member of JLL Associates G.P. V, L.L.C. JLL Partners Fund IV, L.P. and JLL Partners Fund V, L.P. own a controlling interest in Skylight Holdings I, LLC. Each of the reporting persons disclaims beneficial ownership of the Common Stock of the Company and the Class B 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 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"). Each of the members of Skylight Holdings who are receiving Common Stock is a party to a lock-up agreement, dated October 22, 2010 (each, a "Lock-Up Agreement"), between that member and the Company, pursuant to which such member agreed, among other things, that for a period commencing on the date of the Lock-Up Agreement and extending until 180 days after the public offering date set forth on the final prospectus used to sell the common stock of the Company, such member would not, without prior written consent and subject to certain exceptions, directly or indirectly, take certain actions with respect to the Company's securities.

5. 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.

6. These shares of Common Stock of the Company were distributed to JLL Partners Fund IV, L.P. in the Liquidating Distribution. Of these shares, 1,824,414 shares were shares of Class B Common Stock that automatically converted into Common Stock upon distribution to JLL Partners Fund IV, L.P. After the Liquidating Distribution, JLL Partners Fund IV, L.P. is the direct beneficial owner of 6,239,627 shares of Common Stock of the Company and no shares of Class B Common Stock of the Company. Each of Paul S. Levy, JLL Associates G.P. IV, L.L.C. and JLL Associates IV, L.P. may be deemed to be the indirect beneficial owners of such shares of Common Stock of the Company.

7. Paul S. Levy, JLL Associates IV, L.P. and JLL Associates G.P. IV, L.L.C. 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.

8. These shares of Common Stock of the Company were distributed to JLL Partners Fund V, L.P. in the Liquidating Distribution. Of these shares, 4,554,656 shares were shares of Class B Common Stock that automatically converted into Common Stock upon distribution to JLL Partners Fund V, L.P. After the Liquidating Distribution, JLL Partners Fund V, L.P. is the direct beneficial owner of 15,599,598 shares of Common Stock of the Company and no shares of Class B Common Stock of the Company. Each of Paul S. Levy, JLL Associates G.P. V, L.L.C., and JLL Associates V, L.P. may be deemed to be the indirect beneficial owners of such shares of Common Stock of the Company.

9. Each of Paul S. Levy, JLL Associates G.P. V, L.L.C., and JLL Associates V, L.P. may be deemed to be the indirect beneficial owners of such shares of Common Stock of the Company. Paul S. Levy, JLL Associates V, L.P. and JLL Associates G.P. V, L.L.C. 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.

Remarks:

	/s/ Alexander R. Castaldi, Secretary of Skylight Holdings I, LLC	10/26/2010
	JLL Partners Fund IV, L.P., By JLL Associates IV, L.P., its General Partner, By JLL Associates G.P. IV, L.L.C., its General Partner /s/ Paul S. Levy, Sole Member of JLL Associates G.P. IV, L.L.C.	10/26/2010
	JLL Associates IV, L.P. By JLL Associates G.P. IV, L.L.C., its general partner /s/ Paul S. Levy, Sole Member of JLL Associates G.P. IV, L.L.C.	10/26/2010
	/s/ Paul S. Levy, Sole Member of JLL Associates G.P. IV, L.L.C.	10/26/2010
	JLL Partners Fund V, L.P., By JLL Associates V, L.P., its General Partner, By JLL Associates G.P. V, L.L.C., its General Partner /s/ Paul S. Levy, Sole Member of JLL Associates G.P. V, L.L.C.	10/26/2010
	JLL Associates V, L.P. By JLL Associates G.P. V, L.L.C., its general partner /s/ Paul S. Levy, Sole Member of JLL Associates G.P. V, L.L.C.	10/26/2010
	/s/ Paul S. Levy, Sole Member of JLL Associates G.P. V, L.L.C.	10/26/2010
	/s/ Paul S. Levy	10/26/2010
	** Signature of Reporting Person	Date
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