Statement of Changes in Beneficial Ownership (4)
July 01 2013 - 4:36PM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 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
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2. Issuer Name
and
Ticker or Trading Symbol
NetSpend Holdings, Inc.
[
NTSP
]
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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
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(Last)
(First)
(Middle)
701 BRAZOS, SUITE 1200
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3. Date of Earliest Transaction
(MM/DD/YYYY)
7/1/2013
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(Street)
AUSTIN, TX 78701
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock (3,390)
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7/1/2013
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D
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3390
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D
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$16.00
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0
(1)
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D
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Restricted Stock (10,169)
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7/1/2013
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D
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10169
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D
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$16.00
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0
(1)
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D
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Restricted Stock (41,667)
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7/1/2013
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D
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41667
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D
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$16.00
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0
(1)
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Employee Stock Option (right to buy) 134,662)
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(2)
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7/1/2013
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D
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134662
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(2)
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(2)
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Common Stock
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134662
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$0
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0
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D
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Employee Stock Option (right to buy) (75,000)
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(3)
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7/1/2013
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D
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75000
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(3)
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(3)
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Common Stock
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75000
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$0
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0
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D
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Explanation of Responses:
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(
1)
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Each share shown was converted into the right to receive $16.00 in connection with the merger (the Merger) between the Company and General Merger Sub, Inc. (Merger Sub) pursuant to that certain Agreement and Plan of Merger, dated February 19, 2013 (as amended May 29, 2013, the Merger Agreement) by and between the Company, Merger Sub and Total System Services, Inc. (TSYS)
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(
2)
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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). All of the options were cancelled in the Merger in exchange for a cash payment of $1,179,377, representing the difference between the exercise prices of the options and the consideration paid in the Merger ($16.00 per share)
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(
3)
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Options were granted on May 8, 2008 (50,000 shares @ $3.45 per share; and October 22, 2008 (25,000 shares @ $3.47 per share; fully vested. All of the options were cancelled in the Merger in exchange for a cash payment of $940,750, representing the difference between the exercise prices of the options and the consideration paid in the Merger ($16.00 per share)
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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JEROME JAMES P
701 BRAZOS
SUITE 1200
AUSTIN, TX 78701
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EVP Card Operations
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Signatures
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Steven F. Coleman, by power of attorney
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7/1/2013
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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