X0304 4 2012-02-09 0 0001496623 NetSpend Holdings, Inc. NTSP 0001228917 COLEMAN STEVEN F 701 BRAZOS SUITE 1200 AUSTIN TX 78701 0 1 0 0 General Counsel Restricted Stock 2012-02-09 4 A 0 20339 0 A 20339 D Employee Stock Option (right to buy) (200,000) 2012-02-09 4 A 0 41508 0 A Common Stock 41508 241508 D Shares of restricted stock units were granted on February 9, 2011 (20,339). The shares shown may not be sold or otherwise transferred until they vest. The shares will vest 25% per year on the four subsequent anniversaries of their date of grant if the holder remains in the employ of the Company through the applicable vesting date. The vesting of the shares is subject to acceleration in the event of the death or disability of the holder and any change in control of the Company. Options were granted on June 20, 2011 (200,000 shares at $8.63 per share) and February 9, 2012 (41,508 shares at $8.75 per share). The options have a term of ten years from their date of grant. 25% of each option vests on the four succeeding anniversaries of its date of grant if the holder remains in the employ of the Company through the applicable vesting date. The vesting of the option is subject to acceleration in the event of a change in control of the Company. /s/ Steven F. Coleman 2012-02-13