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^*

MORITZ MICHAEL J

(Last)

(First)

(Middle)

3000 SAND HILL ROAD, 4-250

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/21/2010

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

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

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

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	0	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)
Series C Convertible Preferred Stock⁽¹⁾	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	6,243,285	$0.00	I	By Sequoia Capital Franchise Fund⁽³⁾
Series C-1 Convertible Preferred Stock⁽¹⁾	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	749,194	$0.00	I	By Sequoia Capital Franchise Fund⁽³⁾
Series C-2 Convertible Preferred Stock⁽¹⁾	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	775,774	$0.00	I	By Sequoia Capital Franchise Fund⁽³⁾
Series C-1 Convertible Preferred Stock⁽¹⁾	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	1,558,481	$0.00	I	By Sequoia Capital IX⁽⁴⁾
Series C-2 Convertible Preferred Stock⁽¹⁾	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	288,247	$0.00	I	By Sequoia Capital IX⁽⁴⁾
Series A Convertible Preferred Stock⁽¹⁾	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	266,579	$0.00	I	By Sequoia Capital US Growth Fund IV, L.P.⁽⁵⁾
Series B Convertible Preferred Stock⁽¹⁾	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	45,912	$0.00	I	By Sequoia Capital US Growth Fund IV, L.P.⁽⁵⁾
Series C Convertible Preferred Stock⁽¹⁾	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	38,394	$0.00	I	By Sequoia Capital US Growth Fund IV, L.P.⁽⁵⁾
Series C-1 Convertible Preferred Stock⁽¹⁾	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	4,426	$0.00	I	By Sequoia Capital US Growth Fund IV, L.P.⁽⁵⁾
Series A Convertible Preferred Stock⁽¹⁾	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	11,571	$0.00	I	By Sequoia Capital USGF Principals Fund IV, L.P.⁽⁵⁾
Series B Convertible Preferred Stock⁽¹⁾	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	1,993	$0.00	I	By Sequoia Capital USGF Principals Fund IV, L.P.⁽⁵⁾
Series C Convertible Preferred Stock⁽¹⁾	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	1,666	$0.00	I	By Sequoia Capital USGF Principals Fund IV, L.P.⁽⁵⁾
Series C-1 Convertible Preferred Stock⁽¹⁾	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	192	$0.00	I	By Sequoia Capital USGF Principals Fund IV, L.P.⁽⁵⁾
Series C Convertible Preferred Stock⁽¹⁾	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	851,357	$0.00	I	By Sequoia Capital Franchise Partners⁽³⁾
Series C-1 Convertible Preferred Stock⁽¹⁾	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	102,163	$0.00	I	By Sequoia Capital Franchise Partners⁽³⁾
Series C-2 Convertible Preferred Stock⁽¹⁾	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	105,787	$0.00	I	By Sequoia Capital Franchise Partners⁽³⁾
Series C-1 Convertible Preferred Stock⁽¹⁾	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	151,130	$0.00	I	By Sequoia Capital Entreprenuers Annex Fund⁽⁴⁾
Series C-2 Convertible Preferred Stock⁽¹⁾	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	12,010	$0.00	I	By Sequoia Capital Entreprenuers Annex Fund⁽⁴⁾
Class B Common Stock⁽²⁾	⁽²⁾	⁽²⁾	Class A Common Stock	9,846	$0.00	I	By Sequoia Capital Franchise Fund⁽³⁾
Class B Common Stock⁽²⁾	⁽²⁾	⁽²⁾	Class A Common Stock	3,659	$0.00	I	By Sequoia Capital IX⁽⁴⁾
Class B Common Stock⁽²⁾	⁽²⁾	⁽²⁾	Class A Common Stock	839,762	$0.00	I	By Sequoia Capital US Growth Fund IV, L.P.⁽⁵⁾
Class B Common Stock	⁽²⁾	⁽²⁾	Class A Common Stock	36,450	$0.00	I	By Sequoia Capital USGF Principals Fund IV, L.P.⁽⁵⁾
Class B Common Stock⁽²⁾	⁽²⁾	⁽²⁾	Class A Common Stock	1,343	$0.00	I	By Sequoia Capital Franchise Partners⁽³⁾
Class B Common Stock⁽²⁾	⁽²⁾	⁽²⁾	Class A Common Stock	152	$0.00	I	By Sequoia Capital Entreprenuers Annex Fund⁽⁴⁾

Explanation of Responses:

1. The convertible preferred stock is convertible at any time, at the holder's election, into Class B Common Stock on a 1-for-1 basis and has no expiration date. Upon the closing of the issuer's initial public offering, the Class B Common Stock is convertible, at the holder's election, into Class A Common Stock on a 1-for-1 basis and has no expiration date.

2. Upon the closing of the issuer's initial public offering, the Class B Common Stock will become convertible at the holder's option into Class A Common Stock on a 1-for-1 basis and has no expiration date.

3. SCFF Management, LLC ("SCFF Management") is the sole general partner of Sequoia Capital Franchise Fund and Sequoia Capital Franchise Partners. The reporting person is a managing member of SCFF Management and disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purposes.

4. SC IX.I Management, LLC ("SC IX.I Management") is the sole general partner of Sequoia Capital IX and Sequoia Capital Entrepreneurs Annex Fund. The reporting person is a managing member of SC IX.I Management and disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purposes.

5. SCGF IV Management, L.P. ("SCGF IV Management") is the mid-tier general partner and SCGF GenPar, Ltd. ("SCGF GenPar") is the top-tier general partner of Sequoia Capital US Growth Fund IV, L.P. and Sequoia Capital USGF Principals Fund IV, L.P. The reporting person is a Class A Limited Partner of SCGF IV Management and a managing director of SCGF GenPar and disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purposes.

Remarks:

	/s/ Lina Davidian as attorney-in-fact for Michael J. Moritz	07/21/2010
	** 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).
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