GREEN DOT CORP — Director's Dealing 2020

Mar 28, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GREEN DOT CORP (GDOT)
CIK: 0001386278
Period of Report: 2020-03-25

Reporting Person: HENRY DANIEL R (Director, CEO and President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-03-25	Class A Common Stock	A	41963	$0.00	Acquired	41963	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-03-25	Stock Option (right to buy Class A Common Stock)	$23.83	A	1000000	Acquired	2027-03-25	Class A Common Stock (1000000)	Direct

Footnotes

F1: Represents shares of Class A Common Stock underlying a restricted stock unit award that will vest as to 1/3 of the shares on each of March 25, 2021, March 25, 2022, and March 25, 2023, subject to the reporting person's provision of service to the issuer on each vesting date.

F2: The options are eligible to be exercised, if at all, as to one-third of the underlying shares if the average daily closing price of issuer's common stock on the New York Stock Exchange during any 20 consecutive calendar day period prior to March 25, 2025 (each, a "Measurement Period") exceeds a threshold price per share (the "Threshold Price"), and as to additional installments equal to one-third of the underlying shares if during a subsequent Measurement Period, the price per share is $10 and $20 higher than the Threshold Price (each, a "Hurdle"). If a Hurdle for an installment is achieved, the shares subject to the installment shall vest on the first anniversary of the date of grant with respect to 33% of the shares and the remaining 66% of the shares shall vest in 24 equal installments at the end of each calendar month occurring thereafter, subject to the reporting person's continuous service as CEO or service provider on each such date.