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Filing Details

Accession Number:: 0001179110-12-015919
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2012-11-13 11:39:01
Reporting Period:: 2012-11-08

Filing Date:: 2012-11-13
Accepted Time:: 2012-11-13 11:39:01
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
1283071	P James Jerome	701 Brazos Suite 1200 Austin TX 78701	Evp Card Operations	No	Yes	No	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
Common Stock	Acquisiton	2012-11-08	13,910	$3.47	13,910	No	4	M	Direct
Common Stock (13,910)	Disposition	2012-11-08	13,910	$11.35	0	No	4	S	Direct
Common Stock	Acquisiton	2012-11-09	4,260	$3.78	4,260	No	4	M	Direct
Common Stock (4,260)	Acquisiton	2012-11-09	4,260	$11.35	0	No	4	S	Direct
Common Stock	Acquisiton	2012-11-09	4,840	$3.47	4,840	No	4	M	Direct
Common Stock (4840)	Acquisiton	2012-11-09	4,840	$11.35	0	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	M	Direct
No	4	S	Direct
No	4	M	Direct
No	4	S	Direct
No	4	M	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Employee Stock Option (right to buy) 157,672)	Disposition	2012-11-08	13,910	$0.00	13,910	$0.00
Common Stock	Employee Stock Option (right to buy) (143,762)	Disposition	2012-11-09	9,100	$0.00	9,100	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
143,762			No	4	M	Direct
134,662			No	4	M	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Restricted Stock (13,559)	13,559	Direct
Restricted Stock (41,667)	41,667	Direct

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Common Stock	Employee Stock Option (right to buy) (75,000)	$0.00			75,000	75,000	Direct

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
	75,000	75,000	Direct

Footnotes

Shares of restricted stock 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.
Shares of restricted stock were granted on October 29, 2012 (41,667). The shares shown may not be sold or otherwise transferred until they vest. The vesting of the shares is conditioned upon the Company's 2015 adjusted net income equalling or exceeding certain specified targets and the holder remaining in the employ of the Company through the applicable vesting date. The vesting of the shares is subject to acceleration in the event of any change in control of the Company.
Options were granted February 5, 2009 (25,000 shares @ $3.47 per share; vesting 25% on each of February 5, 2010, 2011, 2012 and 2013; 13,910 shares exercised on 11/8/2012; 4,840 shares exercised on 11/9/2012), April 20, 2010 (50,250 shares @ $3.78 per share; vesting 25% on each of March 25, 2011, 2012, 2013 and 2014; 4,260 shares exercised on 11/9/2012), April 20, 2010 (24,750 shares @ $3.78 per share; fully vested), February 16, 2011 (30,000 shares @ $14.80 per share; vesting 25% on each of February 16, 2012, 2013, 2014 and 2015), and February 9, 2012 (27,672 shares @ $8.75 per share; vesting 25% on each of February 9, 2013, 2014, 2015 and 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 May 8, 2008 (50,000 shares @ $3.45 per share; time-based vesting condition satisfied and October 22, 2008 (25,000 shares @ $3.47 per share; time-based vesting condition satisfied. In addition to the time-based vesting requirements, the vesting of the options also requires that (i) an equity valuation hurdle (currently $1.38 billion) or (ii) an EBITDA hurdle ($93.5 million for 2012 and increasing 10% per year thereafter) be achieved. If these performance goals are not met, the option granted in May 2008 will vest 100% on April 7, 2014 and the option granted in October 2008 will vest 100% on August 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 that exceeds the equity valuation hurdle and forfeiture in the event a change in control that does not meet the equity valuation hurdle occurs prior to the EBITDA or cliff vesting dates. The options have a term of ten years from their date of grant.