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: Smith W Thomas Jr (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-07-27	Class A Common Stock	C	675000	$0.00	Acquired	675000	Indirect
2010-07-27	Class A Common Stock	S	675000	$33.48	Disposed	0	Indirect
2010-07-27	Class A Common Stock	P	2777	$36.00	Acquired	2777	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-07-27	Series A Convertible Preferred Stock	$0.00	C	1965532	Disposed		Class B Common Stock (1965532)	Indirect
2010-07-27	Series B Convertible Preferred Stock	$0.00	C	363372	Disposed		Class B Common Stock (363372)	Indirect
2010-07-27	Series C Convertible Preferred Stock	$0.00	C	1055727	Disposed		Class B Common Stock (1055727)	Indirect
2010-07-27	Series C-1 Convertible Preferred Stock	$0.00	C	722152	Disposed		Class B Common Stock (722152)	Indirect
2010-07-27	Class B Common Stock	$0.00	C	4106783	Acquired		Class A Common Stock (4106783)	Indirect
2010-07-27	Class B Common Stock	$0.00	C	675000	Disposed		Class A Common Stock (675000)	Indirect

Footnotes

F1: The reporting person and Gardiner W. Garrard, III are the managing members of Total Technology Partners, LLC, which is the general partner of TTP Fund, L.P.

F2: 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.

F3: 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.