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Filing Details

Accession Number:: 0001209191-10-051613
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2010-10-26 15:26:45
Reporting Period:: 2010-10-22

Filing Date:: 2010-10-26
Accepted Time:: 2010-10-26 15:26:45
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1496623	Netspend Holdings Inc.	NTSP	Finance Services (6199)	202306550

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1327010	R Alexander Castaldi	C/O Jll Partners, Inc. 450 Lexington Avenue, 31St Floor New York NY 10017		Yes	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class B Common Stock, Par Value $0.001 Per Share	Disposition	2010-10-22	4,110,396	$10.29	6,379,070	No	4	S	Indirect	By Skylight Holdings I, LLC
Common Stock, Par Value $0.001 Per Share	Disposition	2010-10-22	16,906,100	$0.00	0	No	4	J	Indirect	By Skylight Holdings I, LLC
Class B Common Stock, Par Value $0.001 Per Share	Disposition	2010-10-22	6,379,070	$0.00	0	No	4	J	Indirect	By Skylight Holdings I, LLC

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	By Skylight Holdings I, LLC
No	4	J	Indirect	By Skylight Holdings I, LLC
No	4	J	Indirect	By Skylight Holdings I, LLC

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock, Par Value $0.001 Per Share	21,839,225	Indirect	See Footnote

Footnotes

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.
Skylight Holdings is controlled by JLL Partners Fund IV, L.P. and JLL Partners Fund V, L.P. (the "JLL Funds"). Mr. Castaldi is an affiliate of the JLL Funds. Mr. Castaldi disclaims beneficial ownership of the Common Stock of the Company and the Class B Common Stock of the Company except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that he is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
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").
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.
These shares of Common Stock of the Company were distributed to JLL Partners Fund IV, L.P. and JLL Partners Fund V, L.P. in the Liquidating Distribution. Of these shares, 6,379,070 shares were shares of Class B Common Stock that automatically converted into Common Stock upon distribution to JLL Partners Fund IV, L.P. and JLL Partners Fund V, L.P. After the Liquidating Distribution, the JLL Funds are the beneficial owners of 21,839,225 shares of Common Stock of the Company and no shares of Class B Common Stock of the Company. Mr. Castaldi may be deemed to be the indirect beneficial owner of 21,839,225 shares of Common Stock of the Company. Mr. Castaldi disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that he is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.