GREEN DOT CORP — Major Shareholding Notification 2017

Aug 21, 2017

SC 13D/A 1 sc13da710670gre_08212017.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 7) 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)

JEFFREY B. OSHER

Harvest Capital Strategies LLC

600 Montgomery Street, Suite 1700

San Francisco, California 94111

(415) 869-4433

STEVE WOLOSKY, ESQ.

ANDREW FREEDMAN, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

August 17, 2017

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨ .

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

Field: Rule-Page

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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 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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CUSIP NO. 39304D102

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	NAME OF REPORTING PERSON
	JEFFREY B. OSHER
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐
		(b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS
	OO, PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	USA
NUMBER OF	7	SOLE VOTING POWER
SHARES
BENEFICIALLY		3,046,392
OWNED BY	8	SHARED VOTING POWER
EACH
REPORTING		- 0 -
PERSON WITH	9	SOLE DISPOSITIVE POWER
		3,046,392
	10	SHARED DISPOSITIVE POWER
		- 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,046,392
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	6.0%
14	TYPE OF REPORTING PERSON
	IN

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2

CUSIP NO. 39304D102

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	NAME OF REPORTING PERSON
	HARVEST CAPITAL STRATEGIES LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐
		(b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	DELAWARE
NUMBER OF	7	SOLE VOTING POWER
SHARES
BENEFICIALLY		2,958,892
OWNED BY	8	SHARED VOTING POWER
EACH
REPORTING		- 0 -
PERSON WITH	9	SOLE DISPOSITIVE POWER
		2,958,892
	10	SHARED DISPOSITIVE POWER
		- 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,958,892
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	5.9%
14	TYPE OF REPORTING PERSON
	IA

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3

CUSIP NO. 39304D102

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	NAME OF REPORTING PERSON
	HARVEST SMALL CAP PARTNERS GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐
		(b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	DELAWARE
NUMBER OF	7	SOLE VOTING POWER
SHARES
BENEFICIALLY		1,838,472
OWNED BY	8	SHARED VOTING POWER
EACH
REPORTING		- 0 -
PERSON WITH	9	SOLE DISPOSITIVE POWER
		1,838,472
	10	SHARED DISPOSITIVE POWER
		- 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,838,472
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	3.6%
14	TYPE OF REPORTING PERSON
	OO

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4

CUSIP NO. 39304D102

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	NAME OF REPORTING PERSON
	HARVEST SMALL CAP PARTNERS MASTER, LTD.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐
		(b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	CAYMAN ISLANDS
NUMBER OF	7	SOLE VOTING POWER
SHARES
BENEFICIALLY		1,120,420
OWNED BY	8	SHARED VOTING POWER
EACH
REPORTING		- 0 -
PERSON WITH	9	SOLE DISPOSITIVE POWER
		1,120,420
	10	SHARED DISPOSITIVE POWER
		- 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,120,420
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	2.2%
14	TYPE OF REPORTING PERSON
	CO

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	NAME OF REPORTING PERSON
	HARVEST SMALL CAP PARTNERS, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐
		(b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	DELAWARE
NUMBER OF	7	SOLE VOTING POWER
SHARES
BENEFICIALLY		670,140
OWNED BY	8	SHARED VOTING POWER
EACH
REPORTING		- 0 -
PERSON WITH	9	SOLE DISPOSITIVE POWER
		670,140
	10	SHARED DISPOSITIVE POWER
		- 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	670,140
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	1.3%
14	TYPE OF REPORTING PERSON
	PN

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6

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	NAME OF REPORTING PERSON
	HSCP STRATEGIC I, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐
		(b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	DELAWARE
NUMBER OF	7	SOLE VOTING POWER
SHARES
BENEFICIALLY		1,168,332
OWNED BY	8	SHARED VOTING POWER
EACH
REPORTING		- 0 -
PERSON WITH	9	SOLE DISPOSITIVE POWER
		1,168,332
	10	SHARED DISPOSITIVE POWER
		- 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,168,332
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	2.3%
14	TYPE OF REPORTING PERSON
	PN

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	NAME OF REPORTING PERSON
	CRAIG BAUM
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐
		(b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS
	PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	USA
NUMBER OF	7	SOLE VOTING POWER
SHARES
BENEFICIALLY		5,500
OWNED BY	8	SHARED VOTING POWER
EACH
REPORTING		- 0 -
PERSON WITH	9	SOLE DISPOSITIVE POWER
		5,500
	10	SHARED DISPOSITIVE POWER
		- 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	5,500
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	Less than 1%
14	TYPE OF REPORTING PERSON
	IN

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CUSIP NO. 39304D102

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The following constitutes Amendment No. 7 to the Schedule 13D filed by the undersigned (“Amendment No. 7”). This Amendment No. 7 amends the Schedule 13D as specifically set forth herein. As of the close of business on August 21, 2017, the Reporting Persons collectively owned an aggregate of 3,051,892 Shares, constituting approximately 6.1% of the Shares outstanding.

Item 3. Source and Amount of Funds or Other Consideration .

Item 3 is hereby amended and restated to read as follows:

The Shares purchased by each of Harvest Small Cap Master, Harvest Small Cap and HSCP Strategic were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule B, which is incorporated by reference herein. The aggregate purchase price of the 1,120,420 Shares beneficially owned by Harvest Small Cap Master is approximately $18,312,700, including brokerage commissions. The aggregate purchase price of the 670,140 Shares beneficially owned by Harvest Small Cap is approximately $10,805,979, including brokerage commissions. The aggregate purchase price of the 1,168,332 Shares beneficially owned by HSCP Strategic is approximately $25,747,791, including brokerage commissions. The Shares held in the Osher Family Accounts were purchased in the open market with personal funds. The aggregate purchase price of the 87,500 Shares held in the Osher Family Accounts is approximately $1,384,715, including brokerage commissions. The aggregate purchase price of the 5,500 Shares beneficially owned by Mr. Baum is approximately $96,330, including brokerage commissions.

Item 5. Interest in Securities of the Issuer .

Items 5(a) – (c) are hereby amended and restated to read as follows:

The aggregate percentage of Shares reportedly owned by each person named herein is based upon 50,455,565 Shares outstanding, as of July 31, 2017, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 9, 2017.

A. Mr. Osher

(a) As of the close of business on August 21, 2017, 87,500 Shares were held in the Osher Family Accounts, which Mr. Osher may be deemed to beneficially own. In addition, Mr. Osher, as the portfolio manager of each of Harvest Small Cap Master, Harvest Small Cap and HSCP Strategic and as a managing director of Harvest Capital, may be deemed the beneficial owner of the (i) 1,120,420 Shares owned by Harvest Small Cap Master, (ii) 670,140 Shares owned by Harvest Small Cap and (iii) 1,168,332 Shares owned by HSCP Strategic.

Percentage: Approximately 6.0%

(b) 1. Sole power to vote or direct vote: 3,046,392 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 3,046,392 4. Shared power to dispose or direct the disposition: 0

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CUSIP NO. 39304D102

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(c) The transactions in the Shares on behalf of each of Harvest Small Cap Master, Harvest Small Cap, HSCP Strategic and through the Osher Family Accounts since the filing of Amendment No. 6 to the Schedule 13D are set forth in Schedule B and are incorporated herein by reference.

B. Harvest Capital

(a) Harvest Capital, as the investment manager of Harvest Small Cap Master, Harvest Small Cap and HSCP Strategic, may be deemed the beneficial owner of the (i) 1,120,420 Shares owned by Harvest Small Cap Master, (ii) 670,140 Shares owned by Harvest Small Cap and (iii) 1,168,332 Shares owned by HSCP Strategic.

Percentage: Approximately 5.9%

(b) 1. Sole power to vote or direct vote: 2,958,892 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 2,958,892 4. Shared power to dispose or direct the disposition: 0

(c) Harvest Capital has not entered into any transactions in the Shares since the filing of Amendment No. 6 to the Schedule 13D. The transactions in the Shares on behalf of each of Harvest Small Cap Master, Harvest Small Cap and HSCP Strategic since the filing of Amendment No. 6 to the Schedule 13D are set forth in Schedule B and are incorporated herein by reference.

C. Harvest Small Cap GP

(a) Harvest Small Cap GP, as the general partner of Harvest Small Cap and HSCP Strategic, may be deemed the beneficial owner of the (i) 670,140 Shares owned by Harvest Small Cap and (ii) 1,168,332 Shares owned by HSCP Strategic.

Percentage: Approximately 3.6%

(b) 1. Sole power to vote or direct vote: 1,838,472 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 1,838,472 4. Shared power to dispose or direct the disposition: 0

(c) Harvest Small Cap GP has not entered into any transactions in the Shares since the filing of Amendment No. 6 to the Schedule 13D. The transactions in the Shares on behalf of each of Harvest Small Cap and HSCP Strategic since the filing of Amendment No. 6 to the Schedule 13D are set forth in Schedule B and are incorporated herein by reference .

D. Harvest Small Cap Master

(a) As of the close of business on August 21, 2017, Harvest Small Cap Master beneficially owned 1,120,420 Shares.

Percentage: Approximately 2.2%

(b) 1. Sole power to vote or direct vote: 1,120,420 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 1,120,420 4. Shared power to dispose or direct the disposition: 0

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(c) The transactions in the Shares by Harvest Small Cap Master since the filing of Amendment No. 6 to the Schedule 13D are set forth in Schedule B and are incorporated herein by reference.

E. Harvest Small Cap

(a) As of the close of business on August 21, 2017, Harvest Small Cap beneficially owned 670,140 Shares.

Percentage: Approximately 1.3%

(b) 1. Sole power to vote or direct vote: 670,140 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 670,140 4. Shared power to dispose or direct the disposition: 0

(c) The transactions in the Shares by Harvest Small Cap since the filing of Amendment No. 6 to the Schedule 13D are set forth in Schedule B and are incorporated herein by reference.

F. HSCP Strategic

(a) As of the close of business on August 21, 2017, HSCP Strategic beneficially owned 1,168,332 Shares.

Percentage: Approximately 2.3%

(b) 1. Sole power to vote or direct vote: 1,168,332 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 1,168,332 4. Shared power to dispose or direct the disposition: 0

(c) The transactions in the Shares by HSCP Strategic since the filing of Amendment No. 6 to the Schedule 13D are set forth in Schedule B and are incorporated herein by reference.

G. Mr. Baum

(a) As of the close of business on August 21, 2017, Mr. Baum directly owned 5,500 Shares.

Percentage: Less than 1%

(b) 1. Sole power to vote or direct vote: 5,500 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 5,500 4. Shared power to dispose or direct the disposition: 0

(c) The transactions in the Shares by Mr. Baum since the filing of Amendment No. 6 to the Schedule 13D are set forth in Schedule B and are incorporated herein by reference.

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Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer .

Item 6 is hereby amended to add the following:

As previously disclosed in Amendment No. 6 to the Schedule 13D, Harvest Capital and certain of its affiliates (collectively, “Harvest”) entered into a Sales Trading Plan Agreement (the “Initial Sales Plan”) with Goldman Sachs & Co. LLC (“GS”), dated May 19, 2017, for the purpose of effecting sales of Shares of the Issuer in compliance with, among other things, Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”). As of August 9, 2017, all Shares contemplated under the Initial Sales Plan were sold and accordingly, the Initial Sales Plan terminated pursuant to its terms.

On August 21, 2017, Harvest and GS entered into a second Sales Trading Plan Agreement (the “Sales Plan”), for the purpose of effecting additional sales of Shares of the Issuer in compliance with all applicable laws, including, without limitation, Section 10(b) of the Exchange Act, including, but not limited to, Rule 10b5-1. The Sales Plan is tiered based upon certain volume and pricing thresholds and allows for the sale of Shares by GS on behalf of Harvest. Shares sold pursuant to the Sales Plan may only be sold in accordance with trading requirements adopted by the Reporting Persons, and there can be no assurance as to how many Shares, if any, will be sold pursuant to the Sales Plan or at what price any such Shares will be sold. A copy of the Sales Plan is attached as exhibit 99.1 hereto and is incorporated herein by reference.

Item 7. Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibit:

99.1 Sales Trading Plan Agreement between Harvest Capital Strategies LLC, Harvest Small Cap Partners, L.P., Harvest Small Cap Partners Master, Ltd., HSCP Strategic I, L.P. and Goldman Sachs & Co. LLC, dated August 21, 2017.

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SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: August 21, 2017

Harvest Small Cap Partners Master, Ltd. — By:	Harvest Capital Strategies LLC Investment Manager
By:	/s/ Jeffrey B. Osher
	Name:	Jeffrey B. Osher
	Title:	Managing Director

Harvest Small Cap Partners, LP — By:	Harvest Capital Strategies LLC Investment Manager
By:	/s/ Jeffrey B. Osher
	Name:	Jeffrey B. Osher
	Title:	Managing Director

HSCP Strategic I, LP — By:	Harvest Capital Strategies LLC Investment Manager
By:	/s/ Jeffrey B. Osher
	Name:	Jeffrey B. Osher
	Title:	Managing Director

/s/ Jeffrey B. Osher
Name:	Jeffrey B. Osher
Title:	Managing Director

Harvest Small Cap Partners GP, LLC — By:	Harvest Capital Strategies LLC Investment Manager of the Limited Partner
By:	/s/ Jeffrey B. Osher
	Name:	Jeffrey B. Osher
	Title:	Managing Director

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/s/ Jeffrey B. Osher
jEFFREY B. OSHER

/s/ Craig Baum
craig baum

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CUSIP NO. 39304D102

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SCHEDULE B

Transactions in the Shares Since the Filing of Amendment No. 6 to the Schedule 13D

Nature of the Transaction Amount of Securities Purchased/(Sold) Price ($) Date of Purchase/Sale

HARVEST SMALL CAP PARTNERS MASTER, lTD.

Sale of Class A Common Stock	(5,343)	39.7323	08/03/2017 *
Sale of Class A Common Stock	(4,032)	39.6719	08/04/2017*
Sale of Class A Common Stock	(10,636)	39.8771	08/07/2017*
Sale of Class A Common Stock	(14,713)	40.2503	08/08/2017*
Sale of Class A Common Stock	(32,168)	45.4541	08/09/2017*
Sale of Class A Common Stock	(11,704)	45.8279	08/14/2017
Sale of Class A Common Stock	(25,706)	45.8286	08/14/2017
Sale of Class A Common Stock	(25,660)	46.2407	08/15/2017
Sale of Class A Common Stock	(61,909)	46.2180	08/15/2017
Sale of Class A Common Stock	(13,212)	46.8948	08/16/2017
Sale of Class A Common Stock	(5,633)	46.9349	08/16/2017
Sale of Class A Common Stock	(21,954)	46.8883	08/16/2017
Sale of Class A Common Stock	(24,691)	46.9732	08/17/2017
Sale of Class A Common Stock	(22,883)	47.0443	08/17/2017
Sale of Class A Common Stock	(6,221)	46.6330	08/18/2017
Sale of Class A Common Stock	(24,364)	46.4572	08/18/2017
Sale of Class A Common Stock	(751)	46.4100	08/18/2017
Sale of Class A Common Stock	(14,266)	46.4721	08/21/2017
Sale of Class A Common Stock	(28,708)	46.4463	08/21/2017

---

• Represents a sale of Class A Common Stock that was effected in the open market pursuant to a 10b5-1 Sales Trading Plan.

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HARVEST SMALL CAP PARTNERS, LP

Sale of Class A Common Stock	(3,072)	39.7323	08/03/2017 *
Sale of Class A Common Stock	(2,404)	39.6719	08/04/2017*
Sale of Class A Common Stock	(6,359)	39.8771	08/07/2017*
Sale of Class A Common Stock	(9,083)	40.2503	08/08/2017*
Sale of Class A Common Stock	(19,879)	45.4541	08/09/2017*
Sale of Class A Common Stock	(6,996)	45.8279	08/14/2017
Sale of Class A Common Stock	(15,367)	45.8286	08/14/2017
Sale of Class A Common Stock	(15,270)	46.2407	08/15/2017
Sale of Class A Common Stock	(36,839)	46.2180	08/15/2017
Sale of Class A Common Stock	(7,902)	46.8948	08/16/2017
Sale of Class A Common Stock	(3,370)	46.9349	08/16/2017
Sale of Class A Common Stock	(13,131)	46.8883	08/16/2017
Sale of Class A Common Stock	(14,771)	46.9732	08/17/2017
Sale of Class A Common Stock	(13,688)	47.0443	08/17/2017
Sale of Class A Common Stock	(3,720)	46.6330	08/18/2017
Sale of Class A Common Stock	(14,572)	46.4572	08/18/2017
Sale of Class A Common Stock	(449)	46.4100	08/18/2017
Sale of Class A Common Stock	(8,532)	46.4721	08/21/2017
Sale of Class A Common Stock	(17,171)	46.4463	08/21/2017

---

• Represents a sale of Class A Common Stock that was effected in the open market pursuant to a 10b5-1 Sales Trading Plan.

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HSCP STRATEGIC I, LP

Sale of Class A Common Stock	(2,066)	39.7323	08/03/2017*
Sale of Class A Common Stock	(1,580)	39.6719	08/04/2017*
Sale of Class A Common Stock	(4,172)	39.8771	08/07/2017*
Sale of Class A Common Stock	(5,841)	40.2503	08/08/2017*
Sale of Class A Common Stock	(12,774)	45.4541	08/09/2017*
Sale of Class A Common Stock	(7,030)	46.8948	08/16/2017
Sale of Class A Common Stock	(2,997)	46.9349	08/16/2017
Sale of Class A Common Stock	(11,681)	46.8883	08/16/2017
Sale of Class A Common Stock	(13,138)	46.9732	08/17/2017
Sale of Class A Common Stock	(12,175)	47.0443	08/17/2017
Sale of Class A Common Stock	(3,309)	46.6330	08/18/2017
Sale of Class A Common Stock	(12,964)	46.4572	08/18/2017
Sale of Class A Common Stock	(400)	46.4100	08/18/2017
Sale of Class A Common Stock	(5,967)	46.4721	08/21/2017
Sale of Class A Common Stock	(12,007)	46.4463	08/21/2017

JEFFREY B. OSHER

(Through the Osher Family Accounts)

Sale of Class A Common Stock	(1,000)	45.6500	08/14/2017
Sale of Class A Common Stock	(9,200)	45.7943	08/14/2017
Sale of Class A Common Stock	(9,200)	46.3091	08/15/2017
Sale of Class A Common Stock	(9,200)	46.8665	08/16/2017
Sale of Class A Common Stock	(9,200)	46.9906	08/17/2017
Sale of Class A Common Stock	(9,200)	46.4792	08/18/2017
Sale of Class A Common Stock	(12,500)	46.4419	08/21/2017

CRAIG BAUM

Sale of Class A Common Stock	(500)	46.0350	08/15/2017
Sale of Class A Common Stock	(500)	46.6852	08/16/2017
Sale of Class A Common Stock	(500)	46.5181	08/17/2017
Sale of Class A Common Stock	(500)	46.6252	08/18/2017

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• Represents a sale of Class A Common Stock that was effected in the open market pursuant to a 10b5-1 Sales Trading Plan.

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CUSIP NO. 39304D102

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