4//SEC Filing
NetSpend Holdings, Inc. 4
Accession 0001179110-13-011162
CIK 0001496623operating
Filed
Jun 30, 8:00 PM ET
Accepted
Jul 1, 4:45 PM ET
Size
19.4 KB
Accession
0001179110-13-011162
Insider Transaction Report
Form 4
HENRY DANIEL R
DirectorChief Executive Officer
Transactions
- Disposition to Issuer
Employee Stock Option (right to buy) (3,043,231)
2013-07-01−1,217,292→ 1,825,939 totalExercise: $3.53Exp: 2018-03-11→ Common Stock (1,825,939 underlying) - Disposition to Issuer
Common Stock (40,500)
2013-07-01$16.00/sh−40,500$648,000→ 0 total(indirect: See Footnote) - Disposition to Issuer
Restricted Stock (150,000)
2013-07-01−150,000→ 0 total - Disposition to Issuer
Common Stock (48,128)
2013-07-01$16.00/sh−48,128$770,048→ 0 total - Disposition to Issuer
Common Stock (5,053)
2013-07-01$16.00/sh−5,053$80,848→ 0 total - Disposition to Issuer
Employee Stock Option (right to buy) (1,002,293)
2013-07-01−1,002,293→ 0 totalExercise: $3.53Exp: 2018-03-11→ Common Stock (1,002,293 underlying) - Disposition to Issuer
Employee Stock Option (right to buy) (1,825,939)
2013-07-01−1,217,292→ 608,646 totalExercise: $3.53Exp: 2013-07-01→ Common Stock (1,217,292 underlying) - Disposition to Issuer
Employee Stock Option (right to buy) (608,646)
2013-07-01−608,646→ 0 totalExercise: $3.53From: 2014-02-05Exp: 2018-03-11→ Common Stock (608,646 underlying)
Footnotes (7)
- [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]Includes 40,500 shares owned by minor children of the holder who share his home. The holder disclaims beneficial ownership of these shares.
- [F3]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.
- [F4]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).
- [F5]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)
- [F6]The performance conditions associated with these options were not satisfied in connection with the Merger and it was cancelled when the Merger was consummated.
- [F7]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.
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, 4:45 PM ET
- Size
- 19.4 KB