GREEN DOT CORP — Director's Dealing 2015

May 15, 2015

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: GREEN DOT CORP (GDOT)
CIK: 0001386278
Period of Report: 2015-05-07

Reporting Person: Shifke Mark L (Acting Chief Financial Officer)

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	680327	Direct
Class A Common Stock	121903	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (right to buy Class A Common Stock)	$12.75	2022-10-01	Class A Common Stock (19380)		Direct
Stock Option (right to buy Class A Common Stock)	$18.56	2020-05-08	Class A Common Stock (37500)		Direct

Footnotes

F1: Represents (a) 528,144 shares of Class A common stock held directly, and (b) 152,183 shares underlying restricted stock unit awards that will vest on various dates between July 5, 2015 and January 2, 2019, subject to the reporting person's provision of services to the issuer on each vesting date.

F2: Options vest as to 1/4 of the shares on August 3, 2013 and then 1/48th monthly thereafter, subject to the reporting person's provision of services to the issuer on each vesting date.

F3: Options vest as to 1/4 of the shares on May 8, 2014 and then 1/48th monthly thereafter, subject to the reporting person's provision of services to the issuer on each vesting date.