GREEN DOT CORP — Director's Dealing 2012

Oct 3, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GREEN DOT CORP (GDOT)
CIK: 0001386278
Period of Report: 2012-10-01

Reporting Person: Heyrick Simon (Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-10-01	Class A Common Stock	A	6093	$0.00	Acquired	9995	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-10-01	Stock Option (right to buy Class A common stock)	$12.75	A	63333	Acquired	2022-10-01	Class A Common Stock (63333)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$0.00		Class A Common Stock (0)	0	Direct

Footnotes

F1: Represents shares of Class A Common Stock underlying a restricted stock unit award that vests as to 25% of the shares on each of August 3, 2013, 2014, 2015 and 2016, subject to the reporting person's provision of services to the issuer on each vesting date.

F2: Includes 793 shares acquired under the issuer's employee stock purchase plan on May 14, 2012.

F3: Options vest as to 1/4 of the shares on August 3, 2013 and then 1/48th monthly thereafter, subject to the reporting person's provision of services 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.