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Filing Details

Accession Number:: 0001209191-10-051615
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2010-10-26 15:28:06
Reporting Period:: 2010-10-22

Filing Date:: 2010-10-26
Accepted Time:: 2010-10-26 15:28:06
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	Director	Officer	Large Shareholder	Other
1110176	S Paul Levy	450 Lexington Ave., 31St Floor New York NY 10017	No	No	Yes	No
1314153	Jll Partners Fund V Lp	450 Lexington Ave., 31St Floor New York NY 10017	No	No	Yes	No
1353091	Jll Associates G.p. V, L.l.c.	450 Lexington Ave., 31St Floo New York NY 10017	No	No	Yes	No
1353092	Jll Associates V, L.p.	450 Lexington Ave., 31St Floor New York NY 10017	No	No	Yes	No
1366254	Jll Associates G.p. Iv, L.l.c.	450 Lexington Ave., 31St Floor New York NY 10017	No	No	Yes	No
1366255	Jll Partners Fund Iv, L.p.	450 Lexington Ave., 31St Floor New York NY 10017	No	No	Yes	No
1366269	Jll Associates Iv, L.p.	450 Lexington Ave., 31St Floor New York NY 10017	No	No	Yes	No
1503108	Skylight Holdings I, Llc	450 Lexington Ave., 31St Floor New York NY 10017	No	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
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	Direct
Common Stock, Par Value $0.001 Per Share	Disposition	2010-10-22	16,906,100	$0.00	0	No	4	J	Direct
Class B Common Stock, Par Value $0.001 Per Share	Disposition	2010-10-22	6,379,070	$0.00	0	No	4	J	Direct

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

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock, Par Value $0.001 Per Share	6,239,627	Indirect	See Footnote
Common Stock, Par Value $0.001 Per Share	15,599,598	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.
This report is filed jointly by Skylight Holdings I, LLC; JLL Partners Fund IV, L.P.; JLL Associates IV, L.P.; JLL Associates G.P. IV, L.L.C; JLL Partners Fund V, L.P.; JLL Associates V, L.P.; JLL Associates G.P. V, L.L.C. and Paul S. Levy. JLL Associates IV, L.P. is the general partner of JLL Partners Fund IV, L.P.; and JLL Associates G.P. IV, L.L.C. is the general partner of JLL Associates IV, L.P. Paul S. Levy is the sole member of JLL Associates G.P. IV, L.L.C. JLL Associates V, L.P. is the general partner of JLL Partners Fund V, L.P.; and JLL Associates G.P. V, L.L.C. is the general partner of JLL Associates V, L.P.
Paul S. Levy is the sole member of JLL Associates G.P. V, L.L.C. JLL Partners Fund IV, L.P. and JLL Partners Fund V, L.P. own a controlling interest in Skylight Holdings I, LLC. Each of the reporting persons disclaims beneficial ownership of the Common Stock of the Company and the Class B Common Stock of the Company except to the extent of such reporting person's pecuniary interest therein, and this report shall not be deemed an admission that any of these reporting persons 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"). Each of the members of Skylight Holdings who are receiving Common Stock is a party to a lock-up agreement, dated October 22, 2010 (each, a "Lock-Up Agreement"), between that member and the Company, pursuant to which such member agreed, among other things, that for a period commencing on the date of the Lock-Up Agreement and extending until 180 days after the public offering date set forth on the final prospectus used to sell the common stock of the Company, such member would not, without prior written consent and subject to certain exceptions, directly or indirectly, take certain actions with respect to the Company's securities.
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. in the Liquidating Distribution. Of these shares, 1,824,414 shares were shares of Class B Common Stock that automatically converted into Common Stock upon distribution to JLL Partners Fund IV, L.P. After the Liquidating Distribution, JLL Partners Fund IV, L.P. is the direct beneficial owner of 6,239,627 shares of Common Stock of the Company and no shares of Class B Common Stock of the Company. Each of Paul S. Levy, JLL Associates G.P. IV, L.L.C. and JLL Associates IV, L.P. may be deemed to be the indirect beneficial owners of such shares of Common Stock of the Company.
Paul S. Levy, JLL Associates IV, L.P. and JLL Associates G.P. IV, L.L.C. each disclaim beneficial ownership of these securities except to the extent of such reporting person's pecuniary interest therein, and this report shall not be deemed an admission that any of these reporting persons 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 JLL Partners Fund V, L.P. in the Liquidating Distribution. Of these shares, 4,554,656 shares were shares of Class B Common Stock that automatically converted into Common Stock upon distribution to JLL Partners Fund V, L.P. After the Liquidating Distribution, JLL Partners Fund V, L.P. is the direct beneficial owner of 15,599,598 shares of Common Stock of the Company and no shares of Class B Common Stock of the Company. Each of Paul S. Levy, JLL Associates G.P. V, L.L.C., and JLL Associates V, L.P. may be deemed to be the indirect beneficial owners of such shares of Common Stock of the Company.
Each of Paul S. Levy, JLL Associates G.P. V, L.L.C., and JLL Associates V, L.P. may be deemed to be the indirect beneficial owners of such shares of Common Stock of the Company. Paul S. Levy, JLL Associates V, L.P. and JLL Associates G.P. V, L.L.C. each disclaim beneficial ownership of these securities except to the extent of such reporting person's pecuniary interest therein, and this report shall not be deemed an admission that any of these reporting persons is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.