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: Goodwin Lewis (CEO, Green Dot Bank)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-10-01	Class A Common Stock	F	405	$0.00	Disposed	16427	Direct
2014-10-01	Class A Common Stock	A	32834	$0.00	Acquired	49261	Direct

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: 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.