SEC FORM 4

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

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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^*

Gresham George W

(Last)

(First)

(Middle)

701 BRAZOS

SUITE 1200

(Street)

AUSTIN

78701

(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	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/08/2011

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock (25,000)	08/08/2011		P		20,000	A	$4.97	45,000	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy) (685,000 shares)	⁽¹⁾⁽²⁾	05/07/2010⁽¹⁾⁽²⁾		A		685,000		⁽¹⁾⁽²⁾	05/07/2020⁽¹⁾⁽²⁾	Common Stock	685,000	⁽¹⁾⁽²⁾	685,000	D
Employee Stock Option (right to buy) (165,000 shares)	$3.78	05/07/2010		A		165,000		⁽³⁾	05/07/2020	Common Stock	165,000	$3.78	165,000	D

Explanation of Responses:

1. Options were granted on May 7, 2010 (335,000 shares at $3.78 per share), October 19, 2010 (150,000 shares at $11.00 per share) and February 16, 2011 (200,000 shares at $14.80 per share). Each option vests and becomes exercisable in four equal installments on the four succeeding anniversaries of the applicable grant date, subject to the holder's continued employment with NetSpend Holdings, Inc. ("the Company") (or its affiliates) through the applicable vesting date. In the event of a change in control of the Company, 25% of each option will vest on the effective date of the change in control, provided that the holder remains in the employ of the Company (or its affiliates) through such date. If in connection with any change in control any unvested portion of an option is not assumed by the successor or acquiring entity to or of the Company or replaced with new options issued by any such successor or acquiror, 100% of each option will vest upon the change in control.

2. In addition, if the holder's employment with the Company (or its affiliates) is terminated by the Company without cause or by the holder for good reason within twelve months following any change in control, any remaining unvested portion of the options (or any replacement options) will immediately vest.

3. The option vests upon the earlier of a change in control of the Company or October 19, 2012, in each case subject to the continued employment of the holder through the applicable vesting date.

	/s/ Christopher T. Brown, by power of attorney	08/09/2011
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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