GREEN DOT CORP — Major Shareholding Notification 2011

Feb 14, 2011

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENT FILED PURSUANT TO §240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2

Green Dot Corporation

(Name of Issuer)

Class A Common Stock, par value $0.001 per share

(Title of Class of Securities)

39304D 102

(CUSIP Number)

December 31, 2010

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

o Rule 13d-1(c)

þ Rule 13d-1(d)

• The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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SCHEDULE 13G

CUSIP No. 39304D 102 Page 2 of 5 Pages

1	NAME OF REPORTING PERSON Mark T. Troughton
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	U.S.
	5	SOLE VOTING POWER
NUMBER OF		980,619 shares (1)(2)
SHARES	6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY		126,250 shares (2)(3)
EACH	7	SOLE DISPOSITIVE POWER
REPORTING
PERSON		980,619 shares (1)(2)
WITH	8	SHARED DISPOSITIVE POWER
		126,250 shares (2)(3)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,106,869 (1)(2)(3)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	7.0% *
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

(1) Represents 125,000 shares of Class B common stock held by the Mark Troughton GRAT DTD 6/22/10, for which the Reporting Person is trustee, 448,249 shares of Class B common stock held by the Reporting Person and 407,370 shares of Class B common stock subject to options held by the Reporting Person that are exercisable within 60 days of December 31, 2010.

(2) The Class B common stock of the Issuer is convertible at the holder’s option into the Issuer’s Class A common stock on a 1-for-1 basis.

(3) Represents 125,000 shares of Class B common stock held by the Tara McWhirter GRAT DTD 6/22/2010, for which the Reporting Person’s spouse is the trustee, and 1,250 shares of Class A common stock held by the Reporting Person’s spouse.

• Based on 14,761,743 shares of Class A common stock outstanding as of December 31, 2010, as reported by the Issuer to the Reporting Person, plus the number of shares of Class B common stock held by the Reporting Person or affiliates of the Reporting Person, which are treated as outstanding only for the purpose of computing the percentage ownership of the Reporting Person.

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SCHEDULE 13G

CUSIP No. 39304D 102 Page 3 of 5 Pages

ITEM 1.

(a)	Name of Issuer :
	Green Dot Corporation (the “Issuer”)
(b)	Address of Issuer’s Principal Executive Offices :
	605 East Huntington Drive, Suite 205 Monrovia, CA 91016

ITEM 2.

(a)	Name of Person Filing :
	Mark T. Troughton (the “Reporting Person”)
(b)	Address of Principal Business Office :
	c/o Green Dot Corporation 605 East Huntington Drive, Suite 205 Monrovia, CA 91016
(c)	Citizenship :
	U.S.
(d)	Title of Class of Securities :
	Class A Common Stock, par value $0.001 per share
(e)	CUSIP Number :
	39304D 102

ITEM 3. Not applicable

ITEM 4. Ownership.

The following information with respect to the ownership of the Class A Common Stock of the Issuer by the Reporting Person is provided as of December 31, 2010:

(a)	Amount beneficially owned :
	See Row 9 of cover page for the Reporting Person
(b)	Percent of class :
	See Row 11 of cover page for the Reporting Person

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CUSIP No. 39304D 102 Page 4 of 5 Pages

(c) Number of shares as to which the person has :

(i)	Sole power to vote or to direct the vote: See Row 5 of cover page for the Reporting Person
(ii)	Shared power to vote or to direct the vote: See Row 6 of cover page for the Reporting Person
(iii)	Sole power to dispose or to direct the disposition of: See Row 7 of cover page for the Reporting Person
(iv)	Shared power to dispose or to direct the disposition of: See Row 8 of cover page for the Reporting Person

Item 5.	Ownership of Five Percent or Less of a Class.
	Not applicable
Item 6.	Ownership of More Than Five Percent on Behalf of Another Person.
	Not applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company or Control Person.
	Not applicable
Item 8.	Identification and Classification of Members of the Group.
	Not applicable
Item 9.	Notice of Dissolution of Group.
	Not applicable
Item 10.	Certifications.
	Not applicable

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SCHEDULE 13G

CUSIP No. 39304D 102 Page 5 of 5 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 10, 2011
Name:	Mark T. Troughton

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