GREEN DOT CORP — Director's Dealing 2012

Feb 9, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GREEN DOT CORP (GDOT)
CIK: 0001386278
Period of Report: 2012-02-07

Reporting Person: Sgoutas Konstantinos (Chief Product Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-07	Class A Common Stock	C	2000	$0.00	Acquired	13907	Direct
2012-01-18	Class A Common Stock	S	2000	$30.00	Disposed	11907	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-07	Stock Option (right to buy Class B Common Stock)	$20.01	M	2000	Disposed	2019-11-12	Class B Common Stock (2000)	Direct
2012-02-07	Class B Common Stock	$0.00	M	2000	Acquired		Class A Common Stock (2000)	Direct
2012-02-07	Class B Common Stock	$0.00	C	2000	Disposed		Class A Common Stock (2000)	Direct

Footnotes

F1: Includes shares of Class A Common Stock underlying a restricted stock unit award that vests as to 25% of the shares at each anniversary of the vesting commencement date, subject to the reporting person's provision of services to the issuer on each vesting date.

F2: The sales reported on this Form 4 were effected pursuant to s Rule 10b5-1 trading plan adopted by the reporting person on November 29, 2011.

F3: Options vest as to 1/4 of the shares on November 12, 2010 and then 1/48th monthly thereafter, subject to the reporting person's provision of service to the issuer on each vesting date.

F4: 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.