GREEN DOT CORP — Director's Dealing 2014

Oct 3, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GREEN DOT CORP (GDOT)
CIK: 0001386278
Period of Report: 2014-10-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-10-01	Class A Common Stock	F	940	$0.00	Disposed	100239	Direct
2014-10-01	Class A Common Stock	A	27040	$0.00	Acquired	127279	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	4460	Indirect

Footnotes

F1: Represents shares of Class A Common Stock that have been withheld by the issuer to satisfy its income tax withholding and remittance obligations in connection with the net settlement of the RSUs, based on a price of $20.71 per share, which represented the closing price of the issuer's Class A Common Stock on October 1, 2014, and does not represent a sale by the reporting person.

F2: Includes 1,003 shares acquired under the issuer's employee stock purchase plan on May 14, 2014.

F3: Represents shares of Class A Common Stock underlying a restricted stock unit award that will vest as to 1/4 of the shares on each of October 1, 2015, October 1, 2016, October 1, 2017, and October 1, 2018, subject to the reporting person's provision of service to the issuer on each vesting date.

F4: 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.