GREEN DOT CORP — Director's Dealing 2010

Dec 14, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GREEN DOT CORP (GDOT)
CIK: 0001386278
Period of Report: 2010-12-13

Reporting Person: Sowell William D (Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-12-13	Class A Common Stock	C	12725	$0.00	Acquired	12725	Direct
2010-12-13	Class A Common Stock	S	12725	$58.56	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-12-13	Stock Option (right to buy Class B Common Stock)	$10.84	M	12725	Disposed	2019-03-19	Class B Common Stock (12725)	Direct
2010-12-13	Class B Common Stock	$0.00	M	12725	Acquired		Class A Common Stock (12725)	Direct
2010-12-13	Class B Common Stock	$0.00	C	12725	Disposed		Class A Common Stock (12725)	Direct

Footnotes

F1: The Class B Common Stock is convertible at the holder's option into the issuer's Class A Common Stock on a 1-for-1 basis and has no expiration date.

F2: Options vest as to 1/4 of the shares on March 2, 2010 and then 1/48th monthly thereafter, subject to the reporting person's provision of service to the issuer on each vesting date.

F3: The holder elected to convert the shares of Class B Common Stock into Class A Common Stock, which Class A Common Stock has no exercisable date or expiration date.