GREEN DOT CORP — Director's Dealing 2011

Dec 12, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GREEN DOT CORP (GDOT)
CIK: 0001386278
Period of Report: 2011-12-08

Reporting Person: SCFF MANAGEMENT LLC (10% Owner)
Reporting Person: SEQUOIA CAPITAL FRANCHISE FUND LP (10% Owner)
Reporting Person: SEQUOIA CAPITAL FRANCHISE PARTNERS LP (10% Owner)
Reporting Person: SCGF GENPAR LTD (10% Owner)
Reporting Person: SCGF IV MANAGEMENT LP (10% Owner)
Reporting Person: SEQUOIA CAPITAL US GROWTH FUND IV LP (10% Owner)
Reporting Person: SEQUOIA CAPITAL USGF PRINCIPALS FUND IV LP (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-12-08	Class A Common Stock	C	2488099	$0.00	Acquired	2488099	Indirect
2011-12-08	Class A Common Stock	C	382073	$0.00	Acquired	382073	Indirect
2011-12-08	Class A Common Stock	C	16872	$0.00	Acquired	16872	Indirect
2011-12-08	Class A Common Stock	C	339650	$0.00	Acquired	339650	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-12-08	Class B Common Stock	$	J	5290000	Disposed		Class A Common Stock (5290000)	Indirect
2011-12-08	Series A Convertible Junior Participating Preferred Stock	$	J	5290	Acquired		Class A Common Stock (5290000)	Indirect
2011-12-08	Class B Common Stock	$	C	2488099	Disposed		Class A Common Stock (2488099)	Indirect
2011-12-08	Class B Common Stock	$	J	813000	Disposed		Class A Common Stock (813000)	Indirect
2011-12-08	Series A Convertible Junior Participating Preferred Stock	$	J	813	Acquired		Class A Common Stock (813000)	Indirect
2011-12-08	Class B Common Stock	$	C	382073	Disposed		Class A Common Stock (382073)	Indirect
2011-12-08	Class B Common Stock	$	J	35000	Disposed		Class A Common Stock (35000)	Indirect
2011-12-08	Series A Convertible Junior Participating Preferred Stock	$	J	35	Acquired		Class A Common Stock (35000)	Indirect
2011-12-08	Class B Common Stock	$	C	16872	Disposed		Class A Common Stock (16872)	Indirect
2011-12-08	Class B Common Stock	$	J	721000	Disposed		Class A Common Stock (721000)	Indirect
2011-12-08	Series A Convertible Junior Participating Preferred Stock	$	J	721	Acquired		Class A Common Stock (721000)	Indirect
2011-12-08	Class B Common Stock	$	C	339650	Disposed		Class A Common Stock (339650)	Indirect

Footnotes

F1: SCFF Management, LLC ("SCFF Management") is the sole general partner of Sequoia Capital Franchise Fund L.P. and Sequoia Capital Franchise Partners L.P. As a result, SCFF Management may be deemed to share voting and dispositive power with respect to the shares held by Sequoia Capital Franchise Fund L.P. and Sequoia Capital Franchise Partners L.P. SCFF Management disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

F2: SCGF GenPar, Ltd. ("SCGF GenPar") is the sole general partner of SCGF IV Management, L.P. ("SCGF IV Management"), which is the sole general partner of Sequoia Capital US Growth Fund IV, L.P. and Sequoia Capital USGF Principals Fund IV, L.P. As a result SCGF GenPar and SCGF IV Management may be deemed to share voting and dispositive power with respect to the shares held by Sequoia Capital US Growth Fund IV, L.P. and Sequoia Capital USGF Principals Fund IV, L.P. Each of SCGF GenPar and SCGF IV Management disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

F3: The Class B Common Stock is convertible into Class A Common Stock at any time on a 1-for-1 basis, and has no expiration date.

F4: On December 8, 2011, the issuer entered into a share exchange agreement with Sequoia Capital Franchise Fund, L.P., Sequoia Capital U.S. Growth Fund IV, L.P., Sequoia Capital USGF Principals Fund IV L.P. and Sequoia Capital Franchise Partners, L.P. pursuant to which these reporting persons agreed to exchange 5,290,000, 813,000, 35,000 and 721,000 shares of Class B Common Stock, respectively, for shares of the issuer's Series A Convertible Junior Participating Non-Cumulative Perpetual Preferred Stock (the "Series A Preferred Stock") on the basis of 1,000 shares of Class B Common Stock for each share of Series A Preferred Stock.

F5: The Series A Preferred Stock is convertible into Class A Common Stock on the basis of 1,000 shares of Class A Common Stock for each share of Series A Preferred Stock, and may be converted only in connection with transfers to unaffiliated third parties of the reporting persons. The Series A Preferred Stock has no expiration date.