SEC Filing | Green Dot Corporation

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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).
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.

GREEN DOT CORPORATION

SECTION 16 REPORTS POWER OF ATTORNEY

The undersigned hereby constitutes and appoints Kristina Lockwood and Lina
Davidian, as long as they are serving as employees of Green Dot Corporation (the
"Company"), or either of them, 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 an officer, director and/or stockholder of the Company, Forms 3, 4 and 5 and
amendments thereto 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 Form 3, 4 or 5 or
amendment thereto 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, nor
is the Company 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
the Company and 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, 4 or 5 (including amendments
thereto) and agrees to reimburse the Company and 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, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorney-in-fact.  This Power of Attorney may be filed with the SEC as
a confirming statement of the authority granted herein.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 27th day of May, 2010.


/s/ MICHAEL J. MORITZ
Name: Michael J. Moritz