GREEN DOT CORP — Director's Dealing 2012

May 29, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GREEN DOT CORP (GDOT)
CIK: 0001386278
Period of Report: 2012-05-24

Reporting Person: Hanna Virginia L (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-24	Class A Common Stock	A	1385	$0.00	Acquired	2222	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-24	Stock option (right to buy Class A Common Stock)	$21.65	A	7820	Acquired	2022-05-24	Class A Common Stock (7820)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	0	Indirect
Class A Common Stock	0	Indirect
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 (344288)	344288	Indirect
Class B Common Stock	$0.00		Class A Common Stock (3383)	3383	Indirect
Class B Common Stock	$0.00		Class A Common Stock (31981)	31981	Indirect

Footnotes

F1: Represents shares of Class A Common Stock underlying a restricted stock unit award that will vest as to all underlying shares on the date of the 2013 annual stockholders meeting.

F2: The option will be fully vested and immediately exercisable on the date of the 2013 annual stockholders meeting.

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 trustee of the trust is the husband of the reporting person. The reporting person disclaims beneficial ownership of these securities except to the extent of the reporting person's economic interest therein, and the inclusion of the securities in this report shall not be deemed an admission of beneficial ownership of any of the reported securities for purposes of Section 16 or for any other purposes.

F5: 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.