SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Sgoutas Konstantinos

(Last)

(First)

(Middle)

605 E. HUNTINGTON DR., SUITE 205

(Street)

MONROVIA

91016

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/13/2012

3. Issuer Name and Ticker or Trading Symbol
GREEN DOT CORP [ GDOT ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Product Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	8,926	D
Class A Common Stock	2,981⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy Class A Common Stock)	⁽²⁾	06/20/2021	Class A Common Stock	25,000	$31.61	D
Stock Option (right to buy Class A Common Stock)	⁽³⁾	12/01/2021	Class A Common Stock	6,333	$33.55	D
Stock Option (right to buy Class B Common Stock)	⁽⁴⁾	08/24/2015	Class B Common Stock⁽⁵⁾	434	$1.41	D
Stock Option (right to buy Class B Common Stock)	⁽⁴⁾	02/01/2016	Class B Common Stock⁽⁵⁾	14,034	$1.41	D
Stock Option (right to buy Class B Common Stock)	⁽⁶⁾	02/15/2018	Class B Common Stock⁽⁵⁾	846	$4.64	D
Stock Option (right to buy Class B Common Stock)	⁽⁷⁾	08/12/2018	Class B Common Stock⁽⁵⁾	1,875	$10.75	D
Stock Option (right to buy Class B Common Stock)	⁽⁸⁾	11/12/2019	Class B Common Stock⁽⁵⁾	15,455	$20.01	D

Explanation of Responses:

1. Represents shares of Class A Common Stock underlying a restricted stock unit award that vests as to 25% of the shares at each anniversary of the vesting commencement date, subject to the reporting person's provision of services to the issuer on each vesting date.

2. Options vest as to 1/4 of the shares on June 20, 2012 and then 1/48th monthly thereafter, subject to the reporting person's provision of services to the issuer on each vesting date.

3. Options vest as to 1/4 of the shares on December 1, 2012 and then 1/48th monthly thereafter, subject to the reporting person's provision of services to the issuer on each vesting date.

4. The options are fully vested.

5. The Class B Common Stock is convertible at the holder's option into the issuer's Class A Common Stock on a 1-for-1 basis and has no expiration date.

6. The options will be fully vested on February 15, 2012.

7. Options vest as to 1/4 of the shares on August 12, 2009 and then 1/48th monthly thereafter, subject to the reporting person's provision of services to the issuer on each vesting date.

8. Options vest as to 1/4 of the shares on November 12, 2010 and then 1/48th monthly thereafter, subject to the reporting person's provision of services to the issuer on each vesting date.

Remarks:

	/s/ Lina Davidian as attorney-in-fact for Konstaninos Sgoutas	01/20/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.