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*
TTP Fund, L.P.

(Last) (First) (Middle)
1230 PEACHTREE STREET
SUITE 1150

(Street)
ATLANTA GA 30309

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
07/27/2010
3. Issuer Name and Ticker or Trading Symbol
GREEN DOT CORP [ GDOT ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 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)
Form filed by One Reporting Person
X 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)
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock(1) (1) (1) Class A Common Stock 3,431,783(2) 0.00 D
1. Name and Address of Reporting Person*
TTP Fund, L.P.

(Last) (First) (Middle)
1230 PEACHTREE STREET
SUITE 1150

(Street)
ATLANTA GA 30309

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Garrard Gardiner W III

(Last) (First) (Middle)
1230 PEACHTREE STREET
SUITE 1150

(Street)
ATLANTA GA 30309

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Total Technology Partners, LLC

(Last) (First) (Middle)
1230 PEACHTREE STREET
SUITE 1150

(Street)
ATLANTA GA 30309

(City) (State) (Zip)
Explanation of Responses:
1. 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.
2. Total Technology Partners, LLC is the General Partner of TTP Fund, L.P. and W. Thomas Smith, Jr., one of the issuer's directors who has filed separately, and Gardiner W. Garrard, III, are the managing partners of Total Technology Partners, LLC.
Remarks:
/s/ Sean M. Banks, as attorney-in-fact for TTP Fund, L.P. 08/06/2010
Sean M. Banks, General Counsel of Total Technology Ventures 08/06/2010
Sean M. Banks, General Counsel of Total Technology Ventures, LLC 08/06/2010
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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SECTION 16 REPORTS POWER OF ATTORNEY

The undersigned hereby constitutes and appoints Sean M. Banks, as long as he is
serving as an officer of Total Technology Ventures, LLC, the undersigned's true
and lawful attorney-in-fact to:

(1) execute for and on behalf of the undersigned, in the undersigned's capacity
as a 10% or greater holder of the securities of Green Dot Corporation ("Green
Dot"), Forms 3, 4s and 5s in accordance with Section 16(a) of the Securities
Exchange Act of 1934, as amended, and the rules and regulations thereunder;

(2) do and perform any and all acts for and on behalf of the undersigned that
may be necessary or desirable to complete and execute any such Forms 3, 4s and
5s and timely file such form with the United States Securities and Exchange
Commission and any stock exchange or similar authority; and

(3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

The undersigned hereby grants to such attorney-in-fact full power and authority
to do and perform each and every act and thing whatsoever requisite, necessary
or proper to be done in the exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as the undersigned might or could
do if personally present, with full power of substitution and revocation, hereby
ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorney-in-fact, in
serving in such capacity at the request of the undersigned, is not assuming any
of the undersigned's responsibilities to comply with Section 16 of the
Securities Exchange Act of 1934, as amended.

The undersigned agrees that such attorney-in-fact may rely entirely on
information furnished orally or in writing by the undersigned to such
attorney-in-fact. The undersigned also agrees to indemnify and hold harmless
such attorney-in-fact against any losses, claims, damages or liabilities (or
actions in these respects) that arise out of or are based on any untrue
statement or omission of necessary facts in the information provided by the
undersigned to such attorney-in-fact for purposes of executing, acknowledging,
delivering and filing Forms 3, 4s or 5s (including amendments thereto) and
agrees to reimburse such attorney-in-fact for any legal or other expenses
reasonably incurred in connection with investigating or defending against any
such loss, claim, damage, liability or action.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4s and 5s with respect to the
undersigned's holdings of and transactions in securities issued by Green Dot,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 6th day of August 2010.

Name: /s/ Gardiner W. Garrard, III
Managing Partner, Total Technology Partners, LLC
Gardiner W. Garrard, III

Name:  /s/ Gardiner W. Garrard, III
An Individual
Gardiner W. Garrard, III

Name:  /s/ Gardiner W. Garrard, III
Managing Partner, Total Technology Partners, LLC
Gardiner W. Garrard, III
General Partner of TTP Fund, L.P.