GREEN DOT CORP — Director's Dealing 2013

Aug 30, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GREEN DOT CORP (GDOT)
CIK: 0001386278
Period of Report: 2013-08-28

Reporting Person: Ricci John C (General Counsel and Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-08-28	Class A Common Stock	C	9700	$0.00	Acquired	9700	Direct
2013-08-28	Class A Common Stock	C	4460	$0.00	Acquired	4460	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-08-28	Stock Option (right to buy Class B Common Stock)	$1.41	C	129300	Disposed	2016-01-19	Class B Common Stock (129300)	Direct
2013-08-28	Stock Option (right to buy Class A Common Stock)	$1.41	C	129300	Acquired	2016-01-19	Class A Common Stock (129300)	Direct
2013-08-28	Stock Option (right to buy Class B Common Stock)	$4.64	C	49914	Disposed	2018-02-15	Class B Common Stock (49914)	Direct
2013-08-28	Stock Option (right to buy Class A Common Stock)	$4.64	C	49914	Acquired	2018-02-15	Class A Common Stock (49914)	Direct
2013-08-28	Stock Option (right to buy Class B Common Stock)	$10.75	C	30000	Disposed	2018-12-11	Class B Common Stock (30000)	Direct
2013-08-28	Stock Option (right to buy Class A Common Stock)	$10.75	C	30000	Acquired	2018-12-11	Class A Common Stock (30000)	Direct
2013-08-28	Stock Option (right to buy Class B Common Stock)	$20.01	C	100000	Disposed	2019-11-12	Class B Common Stock (100000)	Direct
2013-08-28	Stock Option (right to buy Class A Common Stock)	$20.01	C	100000	Acquired	2019-11-12	Class A Common Stock (100000)	Direct
2013-08-28	Class B Common Stock	$0.00	C	9700	Disposed		Class A Common Stock (9700)	Direct
2013-08-28	Class B Common Stock	$0.00	C	4460	Disposed		Class A Common Stock (4460)	Indirect

Footnotes

F1: 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.

F2: 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.

F3: Shares underlying the option converted from Class B Common Stock into Class A Common Stock on a one-for-one basis in accordance with terms for the automatic conversion of all outstanding shares of Class B Common Stock into shares of Class A Common Stock under Article V of the issuer's Certificate of Incorporation.

F4: Options vest as to 1/4 of the shares on November 12, 2010 and then 1/48th monthly thereafter, subject to the reporting person's provision of services to the issuer on each vesting date.

F5: The Class B Common Stock converted into shares of Class A Common Stock on a one-for-one basis in accordance with terms for the automatic conversion of all outstanding shares of Class B Common Stock into shares of Class A Common Stock under Article V of the issuer's Certificate of Incorporation.