GREEN DOT CORP — Director's Dealing 2014

Mar 3, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GREEN DOT CORP (GDOT)
CIK: 0001386278
Period of Report: 2014-02-27

Reporting Person: MORITZ MICHAEL J (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-27	Class A Common Stock	J	616773	$0.00	Disposed	1871326	Indirect
2014-02-27	Class A Common Stock	J	111628	$0.00	Acquired	129941	Direct
2014-02-27	Class A Common Stock	J	84156	$0.00	Disposed	255494	Indirect
2014-02-27	Class A Common Stock	J	23336	$0.00	Acquired	153277	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-27	Series A Convertible Junior Participating Preferred Stock	$	J	1311.287	Disposed		Class A Common Stock (1311287)	Indirect
2014-02-27	Series A Convertible Junior Participating Preferred Stock	$	J	178.727	Disposed		Class A Common Stock (178727)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	382073	Indirect
Class A Common Stock	16872	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A Convertible Junior Participating Preferred Stock	$		Class A Common Stock (813000)	813	Indirect
Series A Convertible Junior Participating Preferred Stock	$		Class A Common Stock (35000)	35	Indirect

Footnotes

F1: Represents a pro rata in-kind distribution of the issuer's Class A Common Stock and Series A Convertible Junior Participating Preferred Stock (the "Series A Stock") to partners or members and includes subsequent distributions by general partners or managing members to their respective partners or members.

F2: Michael Moritz is a managing member of SCFF Management, LLC ("SCFF Management") and is a managing director of SCGF GenPar, Ltd. ("SCGF GenPar"). SCFF Management is the sole general partner of Sequoia Capital Franchise Fund, L.P. and Sequoia Capital Franchise Partners, L.P. SCGF GenPar is the sole general partner of SCGF IV Management, L.P., which is the sole general partner of Sequoia Capital US Growth Fund IV LP. and Sequoia Capital USGF Principals Fund IV LP. By virtue of these relationships, Mr. Moritz may be deemed to share voting and dispositive power with respect to the shares held by Sequoia Capital Franchise Fund L.P., Sequoia Capital Franchise Partners L.P., Sequoia Capital US Growth Fund IV, L.P. and Sequoia Capital USGF Principals Fund IV, L.P. [continued in footnote 3]

F3: Mr. Moritz disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purposes.

F4: Represents the receipt of shares of the issuer's Class A Common Stock by virtue of the pro rata in-kind distributions described in footnote (1) above from Sequoia Capital Franchise Fund, L.P.

F5: Represents the receipt of shares of the issuer's Class A Common Stock by virtue of the pro rata in-kind distributions described in footnote (1) above from Sequoia Capital Franchise Partners, L.P.

F6: The Series A Stock is convertible into the issuer's Class A Common Stock on the basis of 1,000 shares of Class A Common Stock for each share of Series A Stock, and may by converted only in connection with transfers to unaffiliated third parties. The Series A Stock has no expiration date.