GREEN DOT CORP — Director's Dealing 2013

Jun 4, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GREEN DOT CORP (GDOT)
CIK: 0001386278
Period of Report: 2013-05-31

Reporting Person: Keatley John L (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-05-31	Class A Common Stock	C	25000	$0.00	Acquired	88393	Direct
2013-05-31	Class A Common Stock	S	25000	$17.98	Disposed	63393	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-05-31	Stock Option (right to buy Class B Common Stock)	$4.64	M	25000	Disposed	2018-02-15	Class B Common Stock (25000)	Direct
2013-05-31	Class B Common Stock	$	M	25000	Acquired		Class A Common Stock (25000)	Direct
2013-05-31	Class B Common Stock	$	C	25000	Disposed		Class A Common Stock (25000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	6600	Indirect

Footnotes

F1: Includes 2,175 shares acquired under the issuer's employee stock purchase plan on May 14, 2013.

F2: The price in column 4 is a weighted average price. The actual sale prices for these transactions ranged from $17.88 to $18.23. 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 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 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.