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: 2012-02-13

Reporting Person: Keatley John L (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-13	Class A Common Stock	C	50000	$0.00	Acquired	52217	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	97000	Acquired	2022-10-01	Class A Common Stock (97000)	Direct
2012-02-23	Class B Common Stock	$0.00	C	50000	Disposed		Class A Common Stock (50000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	6600	Indirect

Footnotes

F1: Includes 829 shares acquired under the issuer's employee stock purchase plan on May 14, 2012.

F2: 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.

F3: 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.