X0306 4 2012-08-07 0001496623 NetSpend Holdings, Inc. NTSP 0001199270 LAMONT ANN H C/O OAK INVESTMENT PARTNERS 901 MAIN AVENUE, SUITE 600 NORWALK CT 06851 1 0 1 0 0001131676 OAK INVESTMENT PARTNERS X LTD PARTNERSHIP 901 MAIN AVENUE SUITE 600 NORWALK CT 06851 0 0 1 0 0001143824 OAK X AFFILIATES FUND LP 901 MAIN AVENUE SUITE 600 NORWALK CT 06851 0 0 1 0 Common Stock 2012-08-07 4 J 0 11042089 D 11042089 I See Notes (2), (5) and (7) Common Stock 2012-08-07 4 J 0 177265 D 177266 I See Notes (4), (6) and (8) On August 7, 2012, Oak Investment Partners X, L.P. ("Oak X, L.P.") made an in-kind distribution, without any additional consideration, of Common Stock to the limited and general partners of Oak X, L.P. In turn, the general partner made an in-kind distribution of the shares it received to its members. Represents shares directly owned by Oak X, L.P. Oak Associates X, LLC, as the general partner of Oak X, L.P. may be deemed to beneficially own these shares. On August 7, 2012, Oak X Affiliates Fund, L.P. ("Oak X Affiliates, L.P.") made an in-kind distribution, without any additional consideration, of Common Stock to the limited and general partners of Oak X Affiliates, L.P. In turn, the general partner made an in-kind distribution of the shares it received to its members. Represents shares directly owned by Oak X Affiliates, L.P. Oak X Affiliates, LLC, as the general partner of Oak X Affiliates, L.P. may be deemed to beneficially own these shares. 17,631 shares of the 11,042,089 shares distributed as described in Footnote 1 were distributed to Ann H. Lamont, a director of NetSpend Holdings. This merely reflects a change in beneficial ownership of such shares distributed to Ms. Lamont from indirect to direct. No other Reporting Person has any pecuniary interest in such shares distributed to Ms. Lamont. 407 shares of the 177,265 shares distributed as described in Footnote 3 were distributed to Ms. Lamont, a director of NetSpend Holdings. This merely reflects a change in beneficial ownership of such shares distributed to Ms. Lamont from indirect to direct. No other Reporting Person has any pecuniary interest in such shares distributed to Ms. Lamont. Does not reflect the shares distributed to Ms. Lamont as described in Footnote 5 which are reported herein as directly beneficially owned by Ms. Lamont. Does not reflect the shares distributed to Ms. Lamont as described in Footnote 6 which are reported herein as directly beneficially owned by Ms. Lamont. Remarks: Ann H. Lamont is a Director of Netspend Holdings. Mrs. Lamont is a Managing Member of Oak Associates X, L.L.C., the General Partner of Oak X, L.P.; and a Managing Member of Oak X Affiliates, L.L.C., the General Partner of Oak X Affiliates, L.P. This Form 4 is being filed by Ann H. Lamont and Oak X, L.P., a Delaware limited partnership, Oak X Affiliates, L.P., a Delaware limited partnership, Oak Associates X, LLC, a Delaware limited liabiliity company ("Oak Associates") and Oak X Affiliates, LLC, a Delaware limited liability company ("Oak Affiliates") and together with Ann H. Lamont, Oak X, L.P., Oak X Affiliates, L.P., Oak Associates and Oak Affiliates, the "Reporting Persons"). Each Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership (as defined in Rule 16a-1(a)(2)) of any securities (except to the extent of such Reporting Person's pecuniary interest in such securities) other than any securities reported herein as being dirctly owned by such Reporting Person, and this report shall not be deemed an admission that such reporting Person is the beneficial owner of any such securities for purposes of Section 16 or for any other purpose. /s/ Ann H. Lamont 2012-08-08 /s/ Ann H. Lamont, Managing Member of Oak Associates X, LLC, general partner of Oak Investment Partners X, Limited Partnership 2012-08-08 /s/ Ann H. Lamont, Managing Member of Oak X Affiliates, LLC, general partner of Oak X Affiliates Fund, Limited Partnership 2012-08-08 /s/ Ann H. Lamont, Managing Member of Oak Associates X, LLC 2012-08-08 /s/ Ann H. Lamont, Managing Member of Oak X Affiliates, LLC 2012-08-08