4//SEC Filing
LEVY PAUL S 4
Accession 0001209191-11-044641
CIK 0001496623other
Filed
Aug 16, 8:00 PM ET
Accepted
Aug 17, 4:21 PM ET
Size
24.9 KB
Accession
0001209191-11-044641
Insider Transaction Report
Form 4
JLL Partners Fund IV, L.P.
10% Owner
Transactions
- Other
Series A Convertible Preferred Stock
2011-08-17+199,995→ 199,995 total(indirect: See Footnote)→ Common Stock (1,999,950 underlying) - Other
Series A Convertible Preferred Stock
2011-08-17+500,005→ 500,005 total(indirect: See Footnote)→ Common Stock (5,000,050 underlying) - Other
Common Stock, par value $0.001 per share
2011-08-17−1,999,950→ 4,239,677 total(indirect: See Footnote) - Other
Common Stock, par value $0.001 per share
2011-08-17−5,000,050→ 10,599,548 total(indirect: See Footnote)
JLL Associates IV, L.P.
10% Owner
Transactions
- Other
Common Stock, par value $0.001 per share
2011-08-17−1,999,950→ 4,239,677 total(indirect: See Footnote) - Other
Series A Convertible Preferred Stock
2011-08-17+199,995→ 199,995 total(indirect: See Footnote)→ Common Stock (1,999,950 underlying) - Other
Common Stock, par value $0.001 per share
2011-08-17−5,000,050→ 10,599,548 total(indirect: See Footnote) - Other
Series A Convertible Preferred Stock
2011-08-17+500,005→ 500,005 total(indirect: See Footnote)→ Common Stock (5,000,050 underlying)
JLL PARTNERS FUND V LP
10% Owner
Transactions
- Other
Series A Convertible Preferred Stock
2011-08-17+500,005→ 500,005 total(indirect: See Footnote)→ Common Stock (5,000,050 underlying) - Other
Common Stock, par value $0.001 per share
2011-08-17−5,000,050→ 10,599,548 total(indirect: See Footnote) - Other
Common Stock, par value $0.001 per share
2011-08-17−1,999,950→ 4,239,677 total(indirect: See Footnote) - Other
Series A Convertible Preferred Stock
2011-08-17+199,995→ 199,995 total(indirect: See Footnote)→ Common Stock (1,999,950 underlying)
JLL Associates G.P. IV, L.L.C.
10% Owner
Transactions
- Other
Common Stock, par value $0.001 per share
2011-08-17−1,999,950→ 4,239,677 total(indirect: See Footnote) - Other
Common Stock, par value $0.001 per share
2011-08-17−5,000,050→ 10,599,548 total(indirect: See Footnote) - Other
Series A Convertible Preferred Stock
2011-08-17+500,005→ 500,005 total(indirect: See Footnote)→ Common Stock (5,000,050 underlying) - Other
Series A Convertible Preferred Stock
2011-08-17+199,995→ 199,995 total(indirect: See Footnote)→ Common Stock (1,999,950 underlying)
JLL Associates G.P. V, L.L.C.
10% Owner
Transactions
- Other
Common Stock, par value $0.001 per share
2011-08-17−1,999,950→ 4,239,677 total(indirect: See Footnote) - Other
Series A Convertible Preferred Stock
2011-08-17+500,005→ 500,005 total(indirect: See Footnote)→ Common Stock (5,000,050 underlying) - Other
Series A Convertible Preferred Stock
2011-08-17+199,995→ 199,995 total(indirect: See Footnote)→ Common Stock (1,999,950 underlying) - Other
Common Stock, par value $0.001 per share
2011-08-17−5,000,050→ 10,599,548 total(indirect: See Footnote)
LEVY PAUL S
10% Owner
Transactions
- Other
Common Stock, par value $0.001 per share
2011-08-17−1,999,950→ 4,239,677 total(indirect: See Footnote) - Other
Series A Convertible Preferred Stock
2011-08-17+199,995→ 199,995 total(indirect: See Footnote)→ Common Stock (1,999,950 underlying) - Other
Series A Convertible Preferred Stock
2011-08-17+500,005→ 500,005 total(indirect: See Footnote)→ Common Stock (5,000,050 underlying) - Other
Common Stock, par value $0.001 per share
2011-08-17−5,000,050→ 10,599,548 total(indirect: See Footnote)
JLL Associates V, L.P.
10% Owner
Transactions
- Other
Common Stock, par value $0.001 per share
2011-08-17−5,000,050→ 10,599,548 total(indirect: See Footnote) - Other
Series A Convertible Preferred Stock
2011-08-17+199,995→ 199,995 total(indirect: See Footnote)→ Common Stock (1,999,950 underlying) - Other
Common Stock, par value $0.001 per share
2011-08-17−1,999,950→ 4,239,677 total(indirect: See Footnote) - Other
Series A Convertible Preferred Stock
2011-08-17+500,005→ 500,005 total(indirect: See Footnote)→ Common Stock (5,000,050 underlying)
Footnotes (8)
- [F1]These 1,999,950 shares of common stock, par value $0.001 (the "Common Stock"), of NetSpend Holdings, Inc. (the "Company") were exchanged by JLL Partners Fund IV, L.P. ("Fund IV") for 199,995 shares of series A convertible preferred stock, par value $0.001 (the "Series A Convertible Preferred Stock") of the Company, upon the terms and subject to the conditions of a Share Exchange Agreement (the "Share Exchange Agreement"), dated as of August 17, 2011, by and among the Company, Fund IV and JLL Partners Fund V, L.P. (the "Fund IV Share Exchange").
- [F2]After the Fund IV Share Exchange, Fund IV is the direct beneficial owner of 4,239,677 shares of Common Stock of the Company and 199,995 shares of Series A Convertible Preferred Stock of the Company. Each of Paul S. Levy, Associates G.P. IV and Associates IV may be deemed to be the indirect beneficial owners of such shares of Common Stock of the Company. Paul S. Levy, Associates IV and Associates G.P. IV 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.
- [F3]This report is filed jointly by Fund IV; JLL Associates IV, L.P. ("Associates IV"); JLL Associates G.P. IV, L.L.C. ("Associates G.P. IV"); JLL Partners Fund V, L.P. ("Fund V"); JLL Associates V, L.P. ("Associates V"); JLL Associates G.P. V, L.L.C. ("Associates G.P. V") and Paul S. Levy. Associates IV is the general partner of Fund IV, and Associates G.P. IV is the general partner of Associates IV. Paul S. Levy is the sole member of Associates G.P. IV. Associates V is the general partner of Fund V, and Associates G.P. V is the general partner of Associates V. Paul S. Levy is the sole member of Associates G.P. V. Each of the reporting persons disclaims beneficial ownership of the 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.
- [F4]These 5,000,050 shares of Common Stock of the Company were exchanged by Fund V for 500,005 shares of Series A Convertible Preferred Stock of the Company upon the terms and subject to the conditions of the Share Exchange Agreement (the "Fund V Share Exchange").
- [F5]After the Fund V Share Exchange, Fund V is the direct beneficial owner of 10,599,548 shares of Common Stock of the Company and 500,005 shares of Series A Convertible Preferred Stock of the Company. Each of Paul S. Levy, Associates G.P. V and Associates V may be deemed to be the indirect beneficial owners of such shares of Common Stock of the Company. Paul S. Levy, Associates V and Associates G.P. V 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.
- [F6]The Series A Convertible Preferred Stock is convertible into Common Stock at any time at a rate of ten shares of Common Stock for each share of Series A Convertible Preferred Stock upon the terms and subject to the conditions of the Share Exchange Agreement. There is no expiration date for convertibility.
- [F7]These 199,995 shares of Series A Convertible Preferred Stock of the Company were received by JLL Fund IV in connection with the Fund IV Share Exchange. See note (1) above.
- [F8]These 500,005 shares of Series A Convertible Preferred Stock of the Company were received by JLL Fund V in connection with the Fund V Share Exchange. See note (4) above.
Documents
Issuer
NetSpend Holdings, Inc.
CIK 0001496623
Entity typeother
Related Parties
1- filerCIK 0001110176
Filing Metadata
- Form type
- 4
- Filed
- Aug 16, 8:00 PM ET
- Accepted
- Aug 17, 4:21 PM ET
- Size
- 24.9 KB