GREEN DOT CORP — Director's Dealing 2011

Mar 10, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GREEN DOT CORP (GDOT)
CIK: 0001386278
Period of Report: 2011-03-08

Reporting Person: Sowell William D (Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-03-08	Class A Common Stock	C	14777	$0.00	Acquired	14777	Direct
2011-03-08	Class A Common Stock	S	14777	$45.00	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-03-08	Stock Option (right to buy Class B Common Stock)	$10.84	M	2000	Disposed	2019-03-19	Class B Common Stock (2000)	Direct
2011-03-08	Stock Option (right to buy Class B Common Stock)	$17.19	M	12777	Disposed	2019-08-03	Class B Common Stock (12777)	Direct
2011-03-08	Class B Common Stock	$0.00	M	14777	Acquired		Class A Common Stock (14777)	Direct
2011-03-08	Class B Common Stock	$0.00	C	14777	Disposed		Class A Common Stock (14777)	Direct

Footnotes

F1: The sales reported on this Form 4 were effected pursuant to s Rule 10b5-1 trading plan adopted by the reporting person on November 30, 2010.

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: Options vest as to 1/4 of the shares on March 2, 2010 and then 1/48th monthly thereafter, subject to the reporting person's provision of service to the issuer on each vesting date.

F4: Options vest as to 1/4 of the shares on July 21, 2010 and then 1/48th monthly thereafter, subject to the reporting person's provision of service to the issuer on each vesting date.

F5: 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.