GREEN DOT CORP — Major Shareholding Notification 2012

Feb 14, 2012

13G

CUSIP No. 39304D102 Page 1 of 5 Pages

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2

(Amendment No. 1) (1)

Green Dot Corporation

(Name of Issuer)

Class A Common Stock, par value $0.001 per share

(Title of Class of Securities)

39304D102

(CUSIP Number)

December 31, 2011

(Date of Event Which Requires Filing of this Statement)

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

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

(1) 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 the disclosures provided in a prior cover page.

The information required in 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).

Page 1 of 5 Pages

13G

CUSIP No. 39304D102 Page 2 of 5 Pages

| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY) The Wellcome Trust Limited as
Trustee of the Wellcome Trust | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨ | |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION United Kingdom | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 1,504,657 |
| | 6 | SHARED VOTING POWER |
| | 7 | SOLE DISPOSITIVE POWER 1,504,657 |
| | 8 | SHARED DISPOSITIVE POWER |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,504,657 | |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨ | |
| 11 | PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9) 4.99% 1 | |
| 12 | TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS) OO | |

1 The percentage is based upon 30,161,742 shares of the Issuer’s Class A Common stock outstanding as of December 31, 2011.

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13G

CUSIP No. 39304D102 Page 3 of 5 Pages

Schedule 13G — Item 1	(a).	Name of Issuer :
		Green Dot Corporation
Item 1	(b).	Address of Issuer’s Principal Executive Offices :
		605 East Huntington Drive, Suite 205, Monrovia, California 91016
Item 2	(a).	Name of Persons Filing :
		The Wellcome Trust Limited as trustee of the Wellcome Trust
Item 2	(b).	Address of Principal Business Office or, if None, Residence :
		215 Euston Road, London NW1 2BE, United Kingdom
Item 2	(c).	Citizenship :
		United Kingdom
Item 2	(d).	Title of Class of Securities :
		Class A Common Stock, $0.001 par value (the “ Common Stock ”)
Item 2	(e).	CUSIP Number :
		3934D102
Item 3.	If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a :
	(a)	¨	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
	(b)	¨	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
	(c)	¨	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
	(d)	¨	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
	(e)	¨	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
	(f)	¨	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
	(g)	¨	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
	(h)	¨	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	¨	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3);
	(j)	¨	Group, in accordance with §240.13d-1(b)(1)(ii)(J).

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13G

CUSIP No. 39304D102 Page 4 of 5 Pages

Item 4.	Ownership . — (a)	Amount beneficially owned:
		1,504,657 shares of Common Stock.
	(b)	Percent of class:
		4.99%
	(c)	Number of shares as to which the person has:
		(i)	Sole power to vote or to direct the vote :
			1,504,657
		(ii)	Shared power to vote or to direct the vote :
		(iii)	Sole power to dispose or to direct the disposition of :
			1,504,657
		(iv)	Shared power to dispose or to direct the disposition of :
Item 5.	Ownership of Five Percent or Less of a Class .
	If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of
the class of securities, check the following x .
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.	Certification .
	By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or
with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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13G

CUSIP No. 39304D102 Page 5 of 5 Pages

SIGNATURES

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 13, 2012
as trustee of the Wellcome Trust
/s/ Danny Truell
Name:	Danny Truell
Title:	Chief Investment Officer

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