GREEN DOT CORP — Director's Dealing 2011

Apr 19, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GREEN DOT CORP (GDOT)
CIK: 0001386278
Period of Report: 2011-02-25

Reporting Person: Keatley John L (Chief Financial Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-25	Stock Option (right to buy Class B Common Stock)	$4.64	M	15000	Disposed	2021-04-01	Class B Common Stock (15000)	Direct
2011-02-25	Class B Common Stock	$0.00	M	15000	Acquired		Class A Common Stock (15000)	Direct

Holdings (Non-Derivative)

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

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$0.00		Class A Common Stock (6600)	6600	Indirect

Footnotes

F1: 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.

F2: 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.

F3: The holder elected to convert the shares of Class B Common Stock into Class A Common Stock, which Class A Common Stock has no exercisable date or expiration date.

F4: 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.