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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Gresham George W (Last) (First) (Middle) 3465 E. FOOTHILL BLVD. (Street) PASADENA CA 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 10% Owner X Officer (give title below) Other (specify below) CFO and COO
	3. Date of Earliest Transaction (Month/Day/Year) 10/21/2021
	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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	10/21/2021		A		17,142(1)	A	$0.00	17,142	D
Class A Common Stock	10/21/2021		A		300,000(2)	A	$0.00	317,142	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares of Class A Common Stock underlying a restricted stock unit award that will vest as to 1/3 of the shares on each of October 21, 2022, October 21, 2023, and October 21, 2024, subject to the reporting person's provision of services to the issuer on each vesting date.

2. Represents shares of Class A Common Stock underlying a performance-based restricted stock unit award granted on October 21, 2021. 1/3 of the award will vest if the closing price of issuer's common stock on the New York Stock Exchange during any 20 consecutive trading day period prior to October 21, 2024 (each, a "Measurement Period") exceeds a threshold price per share (the "Threshold Price"), and as to additional installments equal to 1/3 of the award if during a subsequent Measurement Period, the price per share is $10 and $30 higher than the Threshold Price (each, a "Hurdle"). If a Hurdle for an installment is achieved, the shares subject to the installment shall vest on the first anniversary of the date of grant with respect to 1/3 of the shares and the remaining 2/3 of the shares shall vest in 24 equal installments at the end of each calendar month occurring thereafter, subject to the reporting person's continuous service as COO and CFO or service provider on each such date.

Remarks:

	/s/ Kristen Juhan as attorney-in-fact for George Gresham	10/25/2021
	** 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).
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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