Sec Form 4/A Filing - Hatzopoulos Anh @ NetSpend Holdings, Inc. - 2011-02-17

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FORM 4/A
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Hatzopoulos Anh
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)
EVP Online Business Dev.
(Last) (First) (Middle)
701 BRAZOS, SUITE 1200
3. Date of Earliest Transaction (MM/DD/YY)
02/17/2011
(Street)
AUSTIN, TX78701
4. If Amendment, Date Original Filed (MM/DD/YY)
02/21/2011
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Restricted Stock (20,339) 20,339 ( 1 ) D
Common Stock 02/17/2012 M 50,000 A 50,000 D
Common Stock 02/17/2012 S 50,000 D $ 9.5 ( 5 ) 0 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) (618,672) ( 2 ) ( 3 ) 02/17/2011 M 50,000 ( 2 )( 3 ) ( 2 )( 3 ) Common Stock 50,000 ( 2 ) ( 3 ) 568,672 ( 2 ) ( 3 ) D
Employee Stock Option (right to buy) (200,000) ( 4 ) ( 4 ) ( 4 ) Common Stock 200,000 200,000 ( 4 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hatzopoulos Anh
701 BRAZOS
SUITE 1200
AUSTIN, TX78701
EVP Online Business Dev.
Signatures
/s/ George W. Greshman, by power of attorney 02/22/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Restricted stock units were granted on February 10, 2011 (20,339 shares). The shares shown may not be sold or otherwise transferred until they vest. The shares will vest 25% per year on February 9 2013, 2014, 2015, and 2016 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.
( 2 )Options were granted on May 8, 2008 (100,000 shares @ $3.45 per share; 64,000 exercised on October 22, 2010; 25,000 exercised on February 17, 2012; fully vested), February 5, 2009 (100,000 shares @ $3.47 per share; 25,000 shares exercised on October 22, 2010; 25,000 shares exercised on February 17, 2012; vesting 25% on each of February 5, 2010, 2011, 2012, 2013), April 20, 2010 (301,500 shares @ $3.78 per share; vesting 25% of each of March 25, 2011, 2012, 2013, 2014), April 20, 2010 (148,500 shares @ $3.78 per share; vesting October 22, 2012), February 16, 2011 (30,000 shares @ $14.80 per share; vesting 25% on each of February 16, 2012, 2013, 2014, 2015) and February 9, 2012 (27,672 shares @ $8.75 per share, vesting 25% on each of February 9, 2013, 2014, 2015, 2016).
( 3 )The vesting of each 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.
( 4 )Options were granted on May 8, 2008 (200,000 shares @ $3.45 per share; time vesting 25% on each of April 7, 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 7, 2014. The vesting 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.
( 5 )Sale made pursuant to a pre-existing 10b-5(1) plan.

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