GREEN DOT CORP — Director's Dealing 2011

Feb 23, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GREEN DOT CORP (GDOT)
CIK: 0001386278
Period of Report: 2011-02-18

Reporting Person: TCV VII LP (10% Owner, May be part of a 13(d) group)
Reporting Person: TCV VII(A) L P (10% Owner, May be part of a 13(d) group)
Reporting Person: Technology Crossover Management VII, Ltd. (10% Owner, May be part of a 13(d) group)
Reporting Person: Technology Crossover Management VII, L.P. (10% Owner, May be part of a 13(d) group)
Reporting Person: HOAG JAY C (10% Owner, May be part of a 13(d) group)
Reporting Person: KIMBALL RICK (10% Owner, May be part of a 13(d) group)
Reporting Person: DREW JOHN (10% Owner, May be part of a 13(d) group)
Reporting Person: REYNOLDS JON Q JR (10% Owner, May be part of a 13(d) group)
Reporting Person: GRIFFITH WILLIAM (10% Owner, May be part of a 13(d) group)
Reporting Person: Trudeau Robert (10% Owner, May be part of a 13(d) group)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-18	Class A Common Stock	C	54128	—	Acquired	103428	Indirect
2011-02-18	Class A Common Stock	S	54128	$57.09	Disposed	49300	Indirect
2011-02-18	Class A Common Stock	C	28110	—	Acquired	53713	Indirect
2011-02-18	Class A Common Stock	S	28110	$57.09	Disposed	25603	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-18	Class B Common Stock	$0	C	54128	Disposed		Class A Common Stock (54128)	Indirect
2011-02-18	Class B Common Stock	$0	C	28110	Disposed		Class A Common Stock (28110)	Indirect

Footnotes

F1: This Form 4 is filed by more than one Reporting Person and is a joint filing with the Form 4 filed by TCV Member Fund, L.P., Christopher P. Marshall, Timothy P. McAdam and John C. Rosenberg on February 23, 2011.

F2: These securities are directly held by TCV VII, L.P. Jay C. Hoag, Richard H. Kimball, John L. Drew, Jon Q. Reynolds, Jr., William J.G. Griffith IV, Robert W. Trudeau, Christopher P. Marshall, Timothy P. McAdam and John C. Rosenberg (collectively, the "Class A Directors") are Class A Directors of Technology Crossover Management VII, Ltd. ("Management VII") and limited partners of Technology Crossover Management VII, L.P. ("TCM VII"). Management VII is the general partner of TCM VII, which is the general partner of TCV VII, L.P. The Class A Directors, Management VII and TCM VII may be deemed to beneficially own the securities held by TCV VII, L.P., but the Class A Directors, Management VII and TCM VII disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.

F3: The price reported reflects the weighted average sale price. This transaction was executed in multiple trades at prices ranging from $54.70 to $57.50. The Reporting Persons hereby undertake to provide upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

F4: These securities are directly held by TCV VII (A), L.P. The Class A Directors are Class A Directors of Management VII and limited partners of TCM VII . Management VII is the general partner of TCM VII, which is the general partner of TCV VII (A), L.P. The Class A Directors, Management VII and TCM VII may be deemed to beneficially own the securities held by TCV VII (A), L.P., but the Class A Directors, Management VII and TCM VII disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.

F5: The Class B Common Stock is convertible at the holder's option into Class A Common Stock on a 1-for-1 basis and has no expiration date.

F6: 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.