GREEN DOT CORP — Director's Dealing 2013

Aug 7, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GREEN DOT CORP (GDOT)
CIK: 0001386278
Period of Report: 2013-08-05

Reporting Person: Keatley John L (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-08-05	Class A Common Stock	C	9623	$0.00	Acquired	73016	Direct
2013-08-05	Class A Common Stock	S	9623	$23.64	Disposed	63393	Direct
2013-08-06	Class A Common Stock	C	9623	$0.00	Acquired	73016	Direct
2013-08-06	Class A Common Stock	S	9623	$23.69	Disposed	63393	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-08-05	Stock Option (right to buy Class B Common Stock)	$4.64	M	9623	Disposed	2018-02-15	Class B Common Stock (9623)	Direct
2013-08-05	Class B Common Stock	$	M	9623	Acquired		Class A Common Stock (9623)	Direct
2013-08-05	Class B Common Stock	$	C	9623	Disposed		Class A Common Stock (9623)	Direct
2013-08-06	Stock Option (right to buy Class B Common Stock)	$4.64	M	9623	Disposed	2018-02-15	Class B Common Stock (9623)	Direct
2013-08-06	Class B Common Stock	$	M	9623	Acquired		Class A Common Stock (9623)	Direct
2013-08-06	Class B Common Stock	$	C	9623	Disposed		Class A Common Stock (9623)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	6600	Indirect

Footnotes

F1: The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 31, 2013.

F2: The price in column 4 is the weighted average price. The shares were sold in mutliple transactions at prices ranging from $23.38 to $23.81. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, complete information regarding the number of shares sold at each separate price within the range.

F3: The price in column 4 is the weighted average price. The shares were sold in mutliple transactions at prices ranging from $23.47 to $23.94. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, complete information regarding the number of shares sold at each separate price within the range.

F4: 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.

F5: The holder elected to convert the shares of Class B Common Stock into Class A Common Stock, which Class A Common Stock has no exercisable date or expiration date.