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Filing Details

Accession Number:: 0001179110-12-010531
Form Type:: 4/A
Zero Holdings:: No
Publication Time:: 2012-06-19 13:52:18
Reporting Period:: 2012-06-15

Filing Date:: 2012-06-19
Accepted Time:: 2012-06-19 12:52:18
Original Submission Date:: 2012-06-14
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	Explanation
Common Stock (8,555)	Disposition	2012-06-14	8,555	$7.90	0	No	4	S	Direct

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

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Restricted Stock (13,559)	13,559	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 (light to buy)(257,672)	$0.00			257,672	257,672	Direct
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
	257,672	257,672	Direct
	75,000	75,000	Direct

Footnotes

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.
Options were granted on May 8, 2008 (75,000 shares @ $3.45 per share; 25,000 exercised on October 19, 2010; fully vested), October 22, 2008 (50,000 shares @ $3.47 per share; vesting 25% on each of August 15, 2009 ,2010, 2011 and 2012), February 5, 2009 (25,000 shares @ $3.47 per share; vesting 25% on each of February 5, 2010, 2011, 2012 and 2013), April 20, 2010 (50,250 shares @ $3.78 per share; vesting 25% on each of March 25, 2011, 2012, 2013 and 2014), April 20, 2010 (24,750 shares @ $3.78 per share; vesting 100% on October 22, 2012), 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 25% on each of August 15, 2009, 2010, 2011 and 2012). 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.