Statement of Changes in Beneficial Ownership (4)
2013年7月2日 - 5:35AM
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
*
Schley Daniel M
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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)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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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 (209,610)
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7/1/2013
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D
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209610
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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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Director Stock Option (right to buy) (150,000)
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(2)
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7/1/2013
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D
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150000
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(2)
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(2)
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Common Stock
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150000
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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 on March 11, 2008 (50,000 shares at $3.53 per share), February 5, 2009 (25,000 shares at $3.47 per share), February 24, 2010 (25,000 shares at $3.78 per share) and October 18, 2010 (50,000 shares at $11.00 per share). Each option has a term of ten years from date of grant and generally vests 34% on the first anniversary of the grant date and in two equal installments on the second and third anniversaries of the grant date, subject to the holder continuing to serve as a director through the applicable vesting date. The vesting of the options is subject to acceleration in the event of a change of control of the Company. All of the options were cancelled in the Merger in exchange for a cash payment of $1,492,250, 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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Schley Daniel M
701 BRAZOS
SUITE 1200
AUSTIN, TX 78701
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X
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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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Netspend Holdings, Inc. (MM) (NASDAQ:NTSP)
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