SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Streit Steven W

(Last)

(First)

(Middle)

3465 EAST FOOTHILL BOULEVARD

(Street)

PASADENA

91107

(City)

(State)

(Zip)

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

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman, President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/28/2013

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	02/25/2013		G	V	5,000	D	$0.00	644,591	I	By Steven W. Streit Family Trust⁽¹⁾
Class A Common Stock	08/28/2013		C		2,638,294	A	$0.00	3,282,885	I	By Steven W. Streit Family Trust⁽¹⁾
Class A Common Stock	08/28/2013		C		28,020	A	$0.00	42,777	I	By minor children
Class A Common Stock								36,828	I	By Streit 2012 GRAT A dated 02/07/2012⁽¹⁾
Class A Common Stock								1,842	I	By Streit 2012 GRAT B dated 02/07/2012⁽¹⁾
Class A Common Stock								388⁽²⁾	I	By father

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy Class B Common Stock)⁽³⁾	$1.55	08/28/2013		C			536,602⁽⁴⁾	06/07/2008	06/07/2014	Class B Common Stock⁽³⁾	536,602	$0.00	0	D
Stock Option (right to buy Class A Common Stock)	$1.55	08/28/2013		C		536,602⁽⁴⁾		06/07/2008	06/07/2014	Class A Common Stock	536,602	$0.00	536,602	D
Stock Option (right to buy Class B Common Stock)⁽³⁾	$4.64	08/28/2013		C			200,000⁽⁴⁾	08/31/2011	02/15/2018	Class B Common Stock⁽³⁾	200,000	$0.00	0	D
Stock Option (right to buy Class A Common Stock)	$4.64	08/28/2013		C		200,000⁽⁴⁾		08/31/2011	02/15/2018	Class A Common Stock	200,000	$0.00	200,000	D
Stock Option (right to buy Class B Common Stock)⁽³⁾	$20.01	08/28/2013		C			400,000⁽⁴⁾	⁽⁵⁾	11/12/2019	Class B Common Stock⁽³⁾	400,000	$0.00	0	D
Stock Option (right to buy Class A Common Stock)	$20.01	08/28/2013		C		400,000⁽⁴⁾		⁽⁵⁾	11/12/2019	Class A Common Stock	400,000	$0.00	400,000	D
Class B Common Stock⁽³⁾	$0.00	08/28/2013		C			2,638,294⁽⁶⁾	⁽³⁾	⁽³⁾	Class A Common Stock	2,638,294	$0.00	0	I	By Steven W. Streit Family Trust⁽¹⁾
Class B Common Stock⁽³⁾	$0.00	08/28/2013		C			28,020⁽⁶⁾	⁽³⁾	⁽³⁾	Class A Common Stock	28,020	$0.00	0	I	By minor children

Explanation of Responses:

1. The reporting person is the trustee of the trust.

2. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

3. 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.

4. Shares underlying the option converted from Class B Common Stock into Class A Common Stock on a one-for-one basis in accordance with terms for the automatic conversion of all outstanding shares of Class B Common Stock into shares of Class A Common Stock under Article V of the issuer's Certificate of Incorporation.

5. 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.

6. The Class B Common Stock converted into shares of Class A Common Stock on a one-for-one basis in accordance with terms for the automatic conversion of all outstanding shares of Class B Common Stock into shares of Class A Common Stock under Article V of the issuer's Certificate of Incorporation.

Remarks:

	/s/ Lina Davidian as attorney-in-fact for Steven W. Streit	08/30/2013
	** 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 4 (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).
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