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: Keatley John L (Chief Financial Officer)

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)	$4.64	2018-02-15	Class B Common Stock (290000)		Direct
Stock option (right to buy Class B Common Stock)	$10.75	2018-12-11	Class B Common Stock (225000)		Direct
Stock option (right to buy Class B Common Stock)	$20.01	2019-11-12	Class B Common Stock (150000)		Direct
Class B Common Stock	$0.00		Class A Common Stock (81400)		Direct
Class B Common Stock	$0.00		Class A Common Stock (6600)		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 December 11, 2009 and then 1/48th monthly thereafter, subject to the reporting person's provision of services to the issuer on each vesting date.

F4: 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.

F5: The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.