Walmart Inc. — Major Shareholding Notification 2011

Feb 14, 2011

SC 13G 1 dsc13g.htm SCHEDULE 13G Schedule 13G

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d)

and Amendments

Thereto Filed Pursuant to § 240.13d-2.

Under the Securities Exchange Act of 1934

GREEN DOT CORPORATION

(Name of Issuer)

CLASS A COMMON STOCK

(Title of Class of Securities)

39304D102

(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:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

Page 1 of 5 Pages

SCHEDULE 13G Page 2 of 5 Pages

| CUSIP No.: 39304D102 — 1) | NAME OF REPORTING
PERSON WAL-MART STORES, INC. | |
| --- | --- | --- |
| 2) | CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (a) ¨ (b) ¨ | |
| 3) | SEC USE ONLY | |
| 4) | CITIZENSHIP OR PLACE OF
ORGANIZATION DELAWARE | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5) | SOLE VOTING POWER NONE (SEE ITEM 4) |
| | 6) | SHARED VOTING POWER NONE (SEE ITEM 4) |
| | 7) | SOLE DISPOSITIVE POWER NONE (SEE ITEM 4) |
| | 8) | SHARED DISPOSITIVE POWER NONE (SEE ITEM 4) |
| 9) | AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 2,208,552 | |
| 10) | CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ¨ | |
| 11) | PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9) 15.0% | |
| 12) | TYPE OF REPORTING
PERSON CO | |

CUSIP No.: 39304D102 SCHEDULE 13G Page 3 of 5 Pages

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 Person Filing:
		Wal-Mart Stores, Inc.
Item 2	(b).	Address of Principal Business Office or, if None, Residence:
		702 S.W. Eighth Street Bentonville, Arkansas 72716
Item 2	(c).	Citizenship:
		Delaware
Item 2	(d).	Title of Class of Securities:
		Class A Common Stock
Item 2	(e).	CUSIP Number:
		39304D102
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-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)	¨	Investment Adviser in accordance with § 240.13d-1(b)(1)(ii)(E)
	(f)	¨	Employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F)
	(g)	¨	Parent Holding Company or control person in accordance with §240.13d-1(b)(ii)(G)
	(h)	¨	Savings Association as defined in §3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813)
	(i)	¨	Church plan that is excluded from the definition of an investment company under §3(c)(15) of the Investment Company Act of 1940 (15 U.S.C. 80a-3)
	(j)	¨	Group, in accordance with §240.13d-1(b)(ii)(J)

CUSIP No.: 39304D102 SCHEDULE 13G Page 4 of 5 Pages

Item 4.	Ownership. — (a)	Amount beneficially owned:
		2,208,552
	(b)	Percent of class:
		15.0%
		The percent of class was calculated based on 14,761,743 shares of Class A Common Stock outstanding as of December 31, 2010, which shares outstanding number was
supplied by the issuer.
	(c)	Number of shares as to which such person has:
		(i)	Sole power to vote or to direct the vote:
			None
		(ii)	Shared power to vote or to direct the vote:
			None
		(iii)	Sole power to dispose or to direct the disposition of:
			None
		(iv)	Shared power to dispose or to direct the disposition of:
			None
			The filing person has granted an irrevocable proxy to the issuer to vote the shares reported in the same proportion as the votes cast by the other stockholders of the issuer. All
of these shares were initially subject to a right of repurchase by the issuer. The repurchase right has lapsed or will lapse, as applicable, with respect to 36,810 shares on each of June 1, 2010, June 27, 2010 and on the 27th day of each calendar
month thereafter (until none of the shares remains subject to the right of repurchase), provided that certain conditions are met and subject to certain exceptions. As of December 31, 2010, the repurchase right has lapsed with respect to 294,480
shares. In addition, as of December 31, 2010, the filing person had agreed not to sell any of these shares pursuant to a lock-up agreement entered into with the issuer’s underwriters in connection with the issuer’s initial public offering.
The lock-up agreement expired on January 17, 2011.
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.
	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.
	Not applicable

CUSIP No.: 39304D102 SCHEDULE 13G Page 5 of 5 Pages

SIGNATURE

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

February 14, 2011
Date
/s/ Jane Thompson
Signature
Jane Thompson, Senior Vice President
Name/Title