4//SEC Filing
Rodriguez Frank J 4
Accession 0001209191-11-044643
CIK 0001496623other
Filed
Aug 16, 8:00 PM ET
Accepted
Aug 17, 4:21 PM ET
Size
9.5 KB
Accession
0001209191-11-044643
Insider Transaction Report
Form 4
Rodriguez Frank J
Director10% Owner
Transactions
- Other
Common Stock, par value $0.001 per share
2011-08-17−7,000,000→ 14,839,225 total(indirect: See Footnote) - Other
Series A Convertible Preferred Stock
2011-08-17+700,000→ 700,000 total(indirect: See Footnote)→ Common Stock (7,000,000 underlying)
Footnotes (5)
- [F1]These shares of common stock, par value $0.001 per share (the "Common Stock"), of NetSpend Holdings, Inc. (the "Company") were exchanged by JLL Partners Fund IV, L.P. and JLL Partners Fund V, L.P. (together, the "JLL Funds") for series A convertible preferred stock, par value $0.001 per share (the "Series A Convertible Preferred Stock"), of the Company (the "Share Exchange") upon the terms and subject to the conditions of a Share Exchange Agreement, dated as of August 17, 2011, by and among the Company, JLL Partners Fund IV, L.P. and JLL Partners Fund V, L.P. (the "Share Exchange Agreement").
- [F2]After the Share Exchange, the JLL Funds are the beneficial owners of 14,839,225 shares of Common Stock of the Company and 700,000 shares of Series A Convertible Preferred Stock of the Company. Mr. Rodriguez may be deemed to be the indirect beneficial owner of 14,839,225 shares of Common Stock and 700,000 shares of Series A Convertible Preferred Stock of the Company. Mr. Rodriguez disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that he is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
- [F3]Mr. Rodriguez is an affiliate of the JLL Funds. Mr. Rodriguez disclaims beneficial ownership of the Common Stock of the Company except to the extent of his 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 700,000 shares of Series A Convertible Preferred Stock of the Company were received in connection with the Share Exchange. See footnote (1) above.
- [F5]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.
Documents
Issuer
NetSpend Holdings, Inc.
CIK 0001496623
Entity typeother
Related Parties
1- filerCIK 0001503241
Filing Metadata
- Form type
- 4
- Filed
- Aug 16, 8:00 PM ET
- Accepted
- Aug 17, 4:21 PM ET
- Size
- 9.5 KB