GREEN DOT CORP — Director's Dealing 2010

Jul 29, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GREEN DOT CORP (GDOT)
CIK: 0001386278
Period of Report: 2010-07-27

Reporting Person: MORITZ MICHAEL J (Director, 10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-07-27	Series C Convertible Preferred Stock	$0.00	C	6243285	Disposed		Class B Common Stock (6243285)	Indirect
2010-07-27	Series C-1 Convertible Preferred Stock	$0.00	C	749194	Disposed		Class B Common Stock (749194)	Indirect
2010-07-27	Series C-2 Convertible Preferred Stock	$0.00	C	775774	Disposed		Class B Common Stock (775774)	Indirect
2010-07-27	Series C-1 Convertible Preferred Stock	$0.00	C	1558481	Disposed		Class B Common Stock (1558481)	Indirect
2010-07-27	Series C-2 Convertible Preferred Stock	$0.00	C	288247	Disposed		Class B Common Stock (288247)	Indirect
2010-07-27	Series A Convertible Preferred Stock	$0.00	C	266579	Disposed		Class B Common Stock (266579)	Indirect
2010-07-27	Series B Convertible Preferred Stock	$0.00	C	45912	Disposed		Class B Common Stock (45912)	Indirect
2010-07-27	Series C Convertible Preferred Stock	$0.00	C	38394	Disposed		Class B Common Stock (38394)	Indirect
2010-07-27	Series C-1 Convertible Preferred Stock	$0.00	C	4426	Disposed		Class B Common Stock (4426)	Indirect
2010-07-27	Series A Convertible Preferred Stock	$0.00	C	11571	Disposed		Class B Common Stock (11571)	Indirect
2010-07-27	Series B Convertible Preferred Stock	$0.00	C	1993	Disposed		Class B Common Stock (1993)	Indirect
2010-07-27	Series C Convertible Preferred Stock	$0.00	C	1666	Disposed		Class B Common Stock (1666)	Indirect
2010-07-27	Series C-1 Convertible Preferred Stock	$0.00	C	192	Disposed		Class B Common Stock (192)	Indirect
2010-07-27	Series C Convertible Preferred Stock	$0.00	C	851357	Disposed		Class B Common Stock (851357)	Indirect
2010-07-27	Series C-1 Convertible Preferred Stock	$0.00	C	102163	Disposed		Class B Common Stock (102163)	Indirect
2010-07-27	Series C-2 Convertible Preferred Stock	$0.00	C	105787	Disposed		Class B Common Stock (105787)	Indirect
2010-07-27	Series C-1 Convertible Preferred Stock	$0.00	C	151130	Disposed		Class B Common Stock (151130)	Indirect
2010-07-27	Series C-2 Convertible Preferred Stock	$0.00	C	12010	Disposed		Class B Common Stock (12010)	Indirect
2010-07-27	Class B Common Stock	$0.00	C	7768253	Acquired		Class A Common Stock (7768253)	Indirect
2010-07-27	Class B Common Stock	$0.00	C	1846728	Acquired		Class A Common Stock (1846728)	Indirect
2010-07-27	Class B Common Stock	$0.00	C	355311	Acquired		Class A Common Stock (355311)	Indirect
2010-07-27	Class B Common Stock	$0.00	C	15422	Acquired		Class A Common Stock (15422)	Indirect
2010-07-27	Class B Common Stock	$0.00	C	1059307	Acquired		Class A Common Stock (1059307)	Indirect
2010-07-27	Class B Common Stock	$0.00	C	163140	Acquired		Class A Common Stock (163140)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	0	Indirect
Class A Common Stock	0	Indirect
Class A Common Stock	0	Indirect
Class A Common Stock	0	Indirect
Class A Common Stock	0	Indirect
Class A Common Stock	0	Indirect

Footnotes

F1: SCFF Management, LLC ("SCFF Management") is the sole general partner of Sequoia Capital Franchise Fund and Sequoia Capital Franchise Partners. The reporting person is a managing member of SCFF Management and disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purposes.

F2: SC IX.I Management, LLC ("SC IX.I Management") is the sole general partner of Sequoia Capital IX and Sequoia Capital Entreprenuers Annex Fund. The reporting person is a managing member of SC IX.I Management and disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purposes.

F3: SCGF IV Management, L.P. ("SCGF IV Management") is the mid-tier general partner and SCGF GenPar, Ltd. ("SCGF GenPar") is the top-tier general partner of Sequoia Capital US Growth Fund IV, L.P. and Sequoia Capital USGF Principals Fund IV, L.P. The reporting person is a Class A Limited Partner of SCGF IV Management and a managing director of SCGF GenPar and disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purposes.

F4: The convertible preferred stock converted into the issuer's Class B Common Stock on a 1-for-1 basis on the closing of the issuer's initial public offering and had no expiration date.

F5: 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.