GREEN DOT CORP — Director's Dealing 2017

Mar 11, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GREEN DOT CORP (GDOT)
CIK: 0001386278
Period of Report: 2017-02-27

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-27	Class A Common Stock	S	26095	$29.9075	Disposed	105608	Direct
2017-03-02	Class A Common Stock	S	52192	$29.9079	Disposed	53416	Direct
2017-03-08	Class A Common Stock	A	36056	$0.00	Acquired	89472	Direct
2017-03-08	Class A Common Stock	F	3479	$0.00	Disposed	85993	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	4460	Indirect

Footnotes

F1: Represents shares of Class A Common Stock underlying a performance-based restricted stock unit award granted on March 25, 2016. 25% of the award vested on March 8, 2017 and the remaining 75% will vest ratably over the next three years on each December 31, subject to the reporting person's provision of service to the issuer on each vesting date.

F2: 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 PRSUs, based on a price of $29.36 per share, which represented the closing price of the issuer's Class A Common Stock on March 8, 2017, and does not represent a sale by the reporting person.

F3: 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.