GREEN DOT CORP — Director's Dealing 2011

Mar 2, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GREEN DOT CORP (GDOT)
CIK: 0001386278
Period of Report: 2011-02-28

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-28	Class A Common Stock	J	18313	—	Acquired	18313	Direct
2011-02-28	Class A Common Stock	C	1850387	—	Acquired	1850387	Indirect
2011-02-28	Class A Common Stock	C	163292	—	Acquired	163292	Indirect
2011-02-28	Class A Common Stock	J	1850387	—	Disposed	0	Indirect
2011-02-28	Class A Common Stock	J	163292	—	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-28	Class B Common Stock	$	C	1850387	Disposed		Class A Common Stock (1850387)	Indirect
2011-02-28	Class B Common Stock	$	C	163292	Disposed		Class A Common Stock (163292)	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (7778099)	7778099	Indirect
Class B Common Stock	$		Class A Common Stock (1060650)	1060650	Indirect
Class B Common Stock	$		Class A Common Stock (1195073)	1195073	Indirect
Class B Common Stock	$		Class A Common Stock (51872)	51872	Indirect

Footnotes

F1: Michael J. Moritz is a managing member of each of SC IX.I Management, LLC ("SC IX.I Management") and SCFF Management, LLC ("SCFF Management") and is a managing director of SCGF GenPar, Ltd. ("SCGF GenPar"). SC IX.I Management is the sole general partner of Sequoia Capital IX, L.P. and Sequoia Capital Entrepreneurs Annex Fund, L.P. SCFF Management is the sole general partner of Sequoia Capital Franchise Fund L.P. and Sequoia Capital Franchise Partners L.P. SCGF GenPar is the sole general partner of SCGF IV Management, L.P. (Continued in foot note 2)

F2: ("SGF 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. By virtue of these relationships, Mr. Moritz may be deemed to share voting and dispositive power with respect to the shares of common stock held by Sequoia Capital IX, L.P., Sequoia Capital Entrepreneurs Annex Fund, L.P, Sequoia Capital Franchise Fund L.P., Sequoia Capital Franchise Partners L.P., Sequoia Capital US Growth Fund IV, L.P. and Sequoia Capital USGF Principals Fund IV, L.P. Mr. Moritz 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 one-for-one basis, and has no expiration date.

F4: Distribution to partners and includes subsequent distributions by general partners to their respective partners or members.

F5: Represents shares distributed to Mr. Moritz from SC IX.I Management.