Sec Form 4/A Filing - JEROME JAMES P @ NetSpend Holdings, Inc. - 2012-06-15

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 JEROME JAMES P 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 Card Operations (Last) (First) (Middle) 701 BRAZOS, SUITE 1200 3. Date of Earliest Transaction (MM/DD/YY) 06/15/2012 (Street) AUSTIN, TX78701 4. If Amendment, Date Original Filed (MM/DD/YY) 06/14/2012 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 Common Stock (8,555) 06/14/2012 S 8,555 D $ 7.9 0 D Restricted Stock (13,559) 13,559 ( 1 ) 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 (light to buy)(257,672) ( 2 ) ( 3 ) ( 2 )( 3 ) ( 2 )( 3 ) Common Stock 257,672 257,672 D Employee Stock Option (right to buy) (75,000) ( 4 ) ( 5 ) ( 4 )( 5 ) ( 4 )( 5 ) Common Stock 75,000 75,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other JEROME JAMES P 701 BRAZOS SUITE 1200 AUSTIN, TX78701 EVP Card Operations Signatures George W. Gresham, by power of attorney 06/18/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )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. ( 3 )The options have a term of ten years from their date of grant. ( 4 )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. ( 5 )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.

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