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).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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OMB Number: 3235-0287
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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
                      

1. Name and Address of Reporting Person *

HENRY DANIEL R 		2. Issuer Name and Ticker or Trading Symbol

NetSpend Holdings, Inc. [ NTSP ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chief Executive Officer
(Last)          (First)          (Middle)

701 BRAZOS, SUITE 1200 		3. Date of Earliest Transaction (MM/DD/YYYY)

7/1/2013
(Street)

AUSTIN, TX 78701
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 (48,128)   7/1/2013     D    48128   D $16.00   0   (1) D    
Common Stock (40,500)   (2) 7/1/2013     D    40500   D $16.00   0   (1) I   See Footnote   (2)
Common Stock (5,053)   7/1/2013     D    5053   D $16.00   0   (1) D    
Restricted Stock (150,000)   7/1/2013     D    150000   D $0   0   (3) D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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) (1,002,293)   $3.53   7/1/2013     D         1002293   (4)     (4) 3/11/2018   Common Stock   1002293   $0   0   D    
Employee Stock Option (right to buy) (3,043,231)   $3.53   7/1/2013     D         1217292   (5)     (5) 3/11/2018   Common Stock   1825939   $0   1825939   D    
Employee Stock Option (right to buy) (1,825,939)   $3.53   7/1/2013     D         1217292   (6)     (6) 7/1/2013   Common Stock   1217292   $0   608646   D    
Employee Stock Option (right to buy) (608,646)   $3.53   7/1/2013     D         608646   (7)   2/5/2014   (7) 3/11/2018   Common Stock   608646   $0   0   D    

Explanation of Responses:
( 1)  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")
( 2)  Includes 40,500 shares owned by minor children of the holder who share his home. The holder disclaims beneficial ownership of these shares.
( 3)  Shares of restricted stock were granted on October 29, 2012 (150,000 shares). The shares shown may not be sold or otherwise transferred until they vest. The vesting of the shares was conditioned upon the Company's 2015 adjusted net income equalling or exceeding certain specified targets and the holder remaining in the employ of the Company through the applicable vesting date. The vesting of the shares was subject to acceleration in the event of any change in control of the Company. The shares shown were cancelled and replaced with restricted shares of TSYS upon the consummation of the Merger. The vesting of the restricted TSYS shares is based upon the achievement by the Company of certain performance goals.
( 4)  This option was cancelled in the Merger in exchange for a cash payment of 12,498,594, representing the difference between the exercise price of the option and the consideration paid in the Merger ($16.00 per share).
( 5)  These options were cancelled inthe Merger in exchange for a cash payment of $15,179,631, representing the difference between the exercise price of the options and the consideration paid in the Merger ($16.00 per share)
( 6)  The performance conditions associated with these options were not satisfied in connection with the Merger and it was cancelled when the Merger was consummated.
( 7)  This option was exchanged for an option to purchase 408,340 shares of the Common Stock of TSYS and its exercise price was adjusted in accordance with the Merger Agreement.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
HENRY DANIEL R
701 BRAZOS
SUITE 1200
AUSTIN, TX 78701 		X
Chief Executive Officer

Signatures
/s/ Steven F. Coleman, by power of attorney 7/1/2013
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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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