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GREEN DOT CORP Proxy Solicitation & Information Statement 2016

May 10, 2016

32420_psi_2016-05-10_515051b0-30ac-4dc2-98f5-288c92fb36bd.zip

Proxy Solicitation & Information Statement

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DFAN14A 1 dfan14a10670001_05102016.htm dfan14a10670001_05102016.htm Licensed to: olshan Document Created using EDGARizer 2020 5.5.2.0 Copyright 1995 - 2015 Summit Financial Printing. All rights reserved.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant o

Filed by a Party other than the Registrant x

Check the appropriate box:

o Preliminary Proxy Statement

¨ Confidential, for Use of the Commission Only (as permitted by Rule14a-6(e)(2))

¨ Definitive Proxy Statement

x Definitive Additional Materials

o Soliciting Material Under Rule 14a-12

GREEN DOT CORPORATION
(Name of Registrant as Specified in Its Charter)
HARVEST CAPITAL STRATEGIES LLC HARVEST SMALL CAP PARTNERS MASTER, LTD HARVEST SMALL CAP PARTNERS, LP HSCP STRATEGIC I, LP HARVEST FINANCIAL PARTNERS, LP JEFFREY B. OSHER DONALD DESTINO CRAIG BAUM SATURNINO FANLO GEORGE W. GRESHAM PHILIP B. LIVINGSTON
(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x No fee required.

¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

¨ Fee paid previously with preliminary materials:

¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

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Harvest Capital Strategies LLC, together with the other participants named herein (collectively, “Harvest”), has filed a definitive proxy statement and an accompanying GREEN proxy card with the Securities and Exchange Commission to be used to solicit votes for the election of its slate of director nominees at the 2016 annual meeting of stockholders of Green Dot Corporation, a Delaware corporation (“Green Dot” or the “Company”).

In Green Dot’s Investor Presentations filed with the SEC on May 6, 2016 and May 10, 2016, respectively, the Company includes a slide with the headline “Can you Trust Jeff Osher and Harvest” followed by the statement “They’ve been praising Green Dot and Mr. Streit privately prior to filing their 13D.” This slide includes excerpts that have been taken completely out of context from email exchanges between Harvest and Green Dot representatives from February 2014, February 2015, and March 2015. The full threads of those email exchanges, as well as the original email exchange from the February 2015 quote attributed to Jeff Osher, are attached hereto as Exhibit 99.1 for appropriate context regarding Green Dot’s misleading assertion that Harvest has privately praised the Company.