GREEN DOT CORP — Director's Dealing 2010

Jul 21, 2010

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: GREEN DOT CORP (GDOT)
CIK: 0001386278
Period of Report: 2010-07-21

Reporting Person: Troughton Mark T (President, Cards and Network)

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	0	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock option (right to buy Class B Common Stock)	$1.41	2016-01-19	Class B Common Stock (153125)		Direct
Stock option (right to buy Class B Common Stock)	$4.64	2018-02-15	Class B Common Stock (450000)		Direct
Stock option (right to buy Class B Common Stock)	$20.01	2019-11-12	Class B Common Stock (200000)		Direct
Class B Common Stock	$0.00		Class A Common Stock (498241)		Direct
Class B Common Stock	$0.00		Class A Common Stock (125000)		Indirect
Class B Common Stock	$0.00		Class A Common Stock (125000)		Indirect

Footnotes

F1: Upon the closing of the issuer's initial public offering, the Class B Common Stock will become convertible at the holder's option into 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 August 31, 2008 and then 1/48th monthly thereafter, subject to the reporting person's provision of services to the issuer on each vesting date.

F3: Options vest as to 1/4 of the shares on November 12, 2010 and then 1/48th monthly thereafter, subject to the reporting person's provision of services to the issuer on each vesting date.

F4: The reporting person is the trustee of the Mark Troughton GRAT.

F5: The reporting person's spouse is the trustee of the Tara McWhirter GRAT.