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).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

DeVoglaer James H 		2. Issuer Name and Ticker or Trading Symbol

NetSpend Holdings, Inc. [ NTSP ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
EVP Information Technology
(Last)          (First)          (Middle)

701 BRAZOS, SUITE 1200 		3. Date of Earliest Transaction (MM/DD/YYYY)

7/1/2013
(Street)

AUSTIN, TX 78701
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock (2,283)   7/1/2013     D    2283   D $16.00   0   (1) D    
Restricted Stock (10,169)   7/1/2013     D    10169   D $0   0   (2) D    
Restricted Stock (41,667)   7/1/2013     D    41667   D $0   0   (3) D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) (110,017)     (4) 7/1/2013     D         110017      (4) (5)   (4) (5) Common Stock   110017   $0   0   D    
Employee Stock Option (right to buy) (50,000)     (6) 7/1/2013     D         50000      (6)   (6) Common Stock   50000   (6) $0   0   (6) D    

Explanation of Responses:
( 1)  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)
( 2)  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.
( 3)  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.
( 4)  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).
( 5)  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.
( 6)  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)

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
DeVoglaer James H
701 BRAZOS
SUITE 1200
AUSTIN, TX 78701

EVP Information Technology

Signatures
/s/ Steven F. Coleman, by power of attorney 7/1/2013
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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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