GREEN DOT CORP — Director's Dealing 2013

Feb 13, 2013

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: GREEN DOT CORP (GDOT)
CIK: 0001386278
Period of Report: 2012-12-31

Reporting Person: Streit Steven W (Director, Chairman, President and CEO, 10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-28	Class B Common Stock	$	G	210247	Disposed		Class A Common Stock (210247)	Direct
2011-02-28	Class B Common Stock	$	G	210247	Acquired		Class A Common Stock (210247)	Indirect
2011-03-08	Class B Common Stock	$	G	44759	Disposed		Class A Common Stock (44759)	Direct
2011-03-08	Class B Common Stock	$	G	44759	Acquired		Class A Common Stock (44759)	Indirect
2012-02-29	Class B Common Stock	$	G	100339	Disposed		Class A Common Stock (100339)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	89000	Indirect
Class A Common Stock	388	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (95560)	95560	Indirect
Class B Common Stock	$		Class A Common Stock (4779)	4779	Indirect
Class B Common Stock	$		Class A Common Stock (28020)	28020	Indirect

Footnotes

F1: The reporting person is the trustee of the trust.

F2: 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.

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: These shares were gifted to the Steven W. Streit Family Trust on February 28, 2011 by the reporting person.

F5: These shares were gifted to the Steven W. Streit Family Trust on March 8, 2011 by the reporting person.

F6: Includes 42,627 shares that were previously reported as indirectly beneficially owned by the Streit 2009 GRAT A, and subsequently were distributed to and became directly owned by the reporting person on March 8, 2011 pursuant to the terms of the Streit 2009 GRAT A, which provides for annual annuity distributions from the trust to its grantor.

F7: Includes 2,132 shares that were previously reported as indirectly beneficially owned by the Streit 2009 GRAT B, and subsequently were distributed to and became directly owned by the reporting person on March 8, 2011 pursuant to the terms of the Streit 2009 GRAT B, which provides for annual annuity distributions from the trust to its grantor.

F8: As of December 31, 2012, the Steven W. Streit Family Trust holds 2,893,300 shares of Class B Common Stock, which amount reflects the previously reported dispositions of 17,000 shares of Class B Common Stock on May 19, 2011 and 4,000 shares of Class B Common Stock on May 9, 2012 in connection with gifts to unaffiliated entities of a like number of shares of Class A Common Stock issued upon conversion thereof in connection with these gifts.

F9: These shares were previously reported as indirectly beneficially owned by the Streit 2009 GRAT A but were distributed to and became directly owned by the reporting person on February 9, 2012 pursuant to the terms of the Streit 2009 GRAT A, which provides for annual annuity distributions from the trust to its grantor. Thereafter, these shares were contributed to the Streit 2012 GRAT A dated 2/7/2012 on February 29, 2012.

F10: These shares were previously reported as indirectly beneficially owned by the Streit 2009 GRAT B but were distributed to and became directly owned by the reporting person on February 9, 2012 pursuant to the terms of the Streit 2009 GRAT B, which provides for annual annuity distributions from the trust to its grantor. Thereafter, these shares were contributed to the Streit 2012 GRAT B dated 2/7/2012 on February 29, 2012.

F11: The reporting person no longer has a reportable beneficial ownership interest in 5,000 shares of the issuer's Class B Common Stock owned by one of his children and included in the reporting person's prior ownership reports.