X0304 4 2011-12-02 0 0001496623 NetSpend Holdings, Inc. NTSP 0001503355 DeVoglaer James H 701 BRAZOS SUITE 1200 AUSTIN TX 78701 0 1 0 0 EVP Information Technology Restriced Stock (13,559) 13559 D Common Stock 2011-12-02 4 M 0 11132 1.29 A 11132 D Common Stock 2011-12-02 4 S 0 11132 7.06 D 0 D Common Stock 2011-12-06 4 M 0 4849 1.29 A 4849 D Common Stock 2011-12-06 4 S 0 4849 7.00 D 0 D Common Stock (7,965) 2011-12-08 4 S 0 100 7.00 D 7865 D Common Stock 2011-12-13 4 M 0 2019 1.29 A 2019 D Common Stock 2011-12-13 4 S 0 2019 7.00 D 0 D Common Stock 2011-12-13 4 M 0 2720 3.47 A 2720 D Common Stock 2011-12-13 4 S 0 2720 7.06 D 0 D Common Stock 2011-12-13 4 M 0 2330 3.78 A 2330 D Common Stock 2011-12-13 4 S 0 2330 7.06 D 0 D Common Stock 2011-12-13 4 M 0 9117 3.53 A 9117 D Common Stock 2011-12-13 4 S 0 9117 7.06 D 0 D Common Stock (7,865) 2011-12-13 4 S 0 7865 7.00 A 0 D Common Stock 2011-12-30 4 M 0 9780 3.47 A 9780 D Common Stock 2011-12-30 4 S 0 9780 8.00 D 0 D Common Stock 2011-12-30 4 M 0 6045 3.78 A 6045 D Common Stock 2011-12-30 4 S 0 6045 8.00 D 0 D Employee Stock Option (right to buy) (18,000) 1.29 2011-12-02 4 M 0 11132 0 A Common Stock 6868 D Employee Stock Option (right to buy) (6,868) 1.29 2011-12-06 4 M 0 4849 0 A Common Stock 2019 D Employee Stock Option (right to buy) (2,019) 1.29 2011-12-13 4 M 0 2019 0 A Common Stock 2019 0 D Employee Stock Option (right to buy) (25,000) 3.47 2011-12-13 4 M 0 2720 0 A Common Stock 2720 22280 D Employee Stock Option (right to buy) (22,280) 3.47 2011-12-30 4 M 0 9780 0 A Common Stock 9780 12500 D Employee Stock Option (right to buy) (33,500) 3.78 2011-12-13 4 M 0 2330 0 A Common Stock 2330 31170 D Employee Stock Option (right to buy) (31,170) 3.78 2011-12-13 4 M 0 6045 0 A Common Stock 6045 25125 D Employee Stock Option (right to buy) (75,000) 3.53 2011-12-13 4 M 0 9117 0 A Common Stock 9117 65883 D Employee Stock Option (right to buy) (74,172) Common Stock 74172 74172 D Employee Stock Option (right to buy) (50,000) Common Stock 50000 50000 D Restricted stock units were granted on February 9, 2012 (13,559 shares). 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 grant date 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. Sale made pursuant to a pre-existing 10b-5(1) plan. Options were granted on June 12, 2007 (75,000 shares at $1.29 per share; all exercised), March 11, 2008 (75,000 shares at $3.53 per share; 9,117 exercised on December 13, 2011; vesting 25% on each of February 15, 2009, 2010, 2011, 2012), February 5, 2009 (25,000 shares at $3.47 per share; 12,500 exercised on December 13, 2011 (2,720) and December 30, 2011 (9,780); vesting 25% on each of February 5, 2010, 2011, 2012, 2013), April 20, 2010 (33,500 shares at $3.78 per share; 8,375 exercised on December 13, 2011 (2,330) and December 30, 2011 (6,045); vesting 25% on each of March 25, 2011, 2012, 2013, 2014), April 20, 2010 (16,500 shares at $3.78 per share; vesting on October 22, 2012), February 16, 2011 (30,000 shares at $14.80 per share; vesting 25% on each of February 16, 2012, 2013, 2014, 2015) and February 9, 2012 (27,672 shares at $8.75 per share; vesting 25% on each of February 9, 2013, 2014, 2015, 2016). The vesting of the options is conditioned upon the holder continuing to provide services through the applicable vesting date and is subject to acceleration in the event of a change in control of the Company. The options have a term of ten years from their date of grant. Options were granted on March 11, 2008 (50,000 shares at $3.47 per share; time vesting 25% on each of February 15, 2009, 2010, 2011, 2012). In addition to the time-based vesting requirements, the vesting of the options also requires that (i) a change in control meeting certain valuation hurdles occurs or (ii) an EBITDA hurdle be achieved ($93.5 million for 2012 and increasing 10% per year thereafter). If these performance goals are not met, the options will vest 100% on February 15, 2014. The vesting of the options is conditioned upon the holder continuing to provide services through the applicable vesting date and is subject to acceleration in the event of a change in control of the Company. /s/ George W. Gresham, by power of attorney 2012-02-16