GREEN DOT CORP — Director's Dealing 2014

May 23, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GREEN DOT CORP (GDOT)
CIK: 0001386278
Period of Report: 2014-05-21

Reporting Person: Greenleaf Timothy R (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-05-21	Class A Common Stock	A	1676	$0.00	Acquired	10862	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-05-21	Stock option (right to buy Class A Common Stock)	$17.89	A	8952	Acquired	2024-05-21	Class A Common Stock (8952)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	269954	Indirect

Footnotes

F1: Represents shares of Class A Common Stock underlying a restricted stock unit award that will vest as to all underlying shares on the date of the 2015 annual stockholders meeting.

F2: The reporting person is the trustee of the trust and disclaims beneficial ownership of these securities except to the extent of the reporting person's 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.

F3: The option will be fully vested and immediately exercisable on the date of the 2015 annual stockholders meeting.