4//SEC Filing
NetSpend Holdings, Inc. 4
Accession 0001179110-13-011145
CIK 0001496623operating
Filed
Jun 30, 8:00 PM ET
Accepted
Jul 1, 4:33 PM ET
Size
15.1 KB
Accession
0001179110-13-011145
Insider Transaction Report
Form 4
DeVoglaer James H
EVP Information Technology
Transactions
- Disposition to Issuer
Employee Stock Option (right to buy) (110,017)
2013-07-01−110,017→ 0 total→ Common Stock (110,017 underlying) - Disposition to Issuer
Common Stock (2,283)
2013-07-01$16.00/sh−2,283$36,528→ 0 total - Disposition to Issuer
Restricted Stock (41,667)
2013-07-01−41,667→ 0 total - Disposition to Issuer
Restricted Stock (10,169)
2013-07-01−10,169→ 0 total - Disposition to Issuer
Employee Stock Option (right to buy) (50,000)
2013-07-01−50,000→ 0 total→ Common Stock (50,000 underlying)
Footnotes (6)
- [F1]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)
- [F2]Shares of restricted stock were granted on February 9, 2012 (13,559 shares). The shares shown may not be sold or otherwise transferred until they vest. The shares will vest 25% per year on the four subsequent anniversaries of their grant date if the holder remains in the employ of the Company through the applicable vesting date. The vesting of the shares is subject to acceleration in the event of the death or disability of the holder and any change in control of the Company. The shares shown were converted into 6,822 restricted shares of TSYS upon the consummation of the Merger. The restricted TSYS shares feature the same vesting schedule as the original grant.
- [F3]Shares of restricted stock were granted on October 29, 2012 (41,667). The shares shown may not be sold or otherwise transferred until they vest. The shares shown were converted into 27,954 restricted shares of TSYS upon the consummation of the Merger. The converted restricted shares will vest on December 31, 2015 so long as the holder remains continuously employed by TSYS or one of its subsidiaries through such date.
- [F4]Options were granted on March 11, 2008 (75,000 shares at $3.53 per share; 12,155 exercised on December 13, 2011 (9,117) and May 17, 2012 (3,038); 33,000 exercised on 11/7/2012;17,000 exercised on 11/8/2012; (fully vested), February 5, 2009 (25,000 shares at $3.47 per share; 18,750 exercised on December 13, 2011 (2,720), December 30, 2011 (9,780) and May 17, 2012 (6,250); vesting 25% on each of February 5, 2010, 2011, 2012, 2013), April 20, 2010 (33,500 shares at $3.78 per share; 16,750 exercised on December 13, 2011 (2,330), December 30, 2011 (6,045) and May 17, 2012 (8,375); vesting 25% on each of March 25, 2011, 2012, 2013, 2014), April 20, 2010 (16,500 shares at $3.78 per share; fully vested), February 16, 2011 (30,000 shares at $14.80 per share; vesting 25% on each of February 16, 2012, 2013, 2014, 2015) and February 9, 2012 (27,672 shares at $8.75 per share; vesting 25% on each of February 9, 2013, 2014, 2015, 2016).
- [F5]The vesting of the options is conditioned upon the holder continuing to provide services through the applicable vesting date and is subject to acceleration in the event of a change in control of the Company. The options have a term of ten years from their date of grant. The vested portions of the options (138,681 shares) were cancelled in the Merger in exchange for a cash payment of $1,395,616, representing the difference between the exercise prices of the vested options and the consideration paid in the Merger ($16.00 per share). The unvested portions of the options (21,336 shares) were exchanged for options to purchase an aggregate of 14,315 shares of the Common Stock of TSYS and their exercise prices were adjusted in accordance with the Merger Agreement.
- [F6]Options were granted on March 11, 2008 (50,000 shares at $3.47 per share; fully vested. All of the options were cancelled in the Merger in exchange for a cash payment of $623,500, representing the difference between the exercise prices of the options and the consideration paid in the Merge ($16.00 per share)
Documents
Issuer
NetSpend Holdings, Inc.
CIK 0001496623
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001496623
Filing Metadata
- Form type
- 4
- Filed
- Jun 30, 8:00 PM ET
- Accepted
- Jul 1, 4:33 PM ET
- Size
- 15.1 KB