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: MORITZ MICHAEL J (Director)

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

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	18313	Direct

Footnotes

F1: Michael Moritz is a managing member of SCFF Management, LLC ("SCFF Management") and is a managing director of SCGF GenPar, Ltd. ("SCGF GenPar"). 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., 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 held by 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. [continued in footnote 2]

F2: Mr. Moritz disclaims beneficial ownership of such securities except to the extent of his 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. With respect to the reporting person, the exchange of the Class B Common Stock is exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-3 thereunder.

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.