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: Ricci John C (General Counsel and Secretary)

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	43000	Acquired	2022-10-01	Class A Common Stock (43000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	2211	Direct
Class A Common Stock	0	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$0.00		Class A Common Stock (14100)	14100	Direct
Class B Common Stock	$0.00		Class A Common Stock (4460)	4460	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.

F4: The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.