Edgar Filing: MORITZ MICHAEL J

Ownership Submission

FORM 4

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

MORITZ MICHAEL J

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
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

3000 SAND HILL ROAD, 4-250

3. Date of Earliest Transaction (Month/Day/Year)
12/08/2011

(Street)

MENLO PARK, CA 94025

4. If Amendment, Date 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

(City)

(State)

(Zip)

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								18,313	D
Class A Common Stock	12/08/2011		C		2,488,099	A	$ 0	2,488,099	I	By Sequoia Capital Franchise Fund, L.P. ⁽¹⁾ ⁽²⁾
Class A Common Stock	12/08/2011		C		382,073	A	$ 0	382,073	I	By Sequoia Capital US Growth Fund IV, L.P. ⁽¹⁾ ⁽²⁾
Class A Common Stock	12/08/2011		C		16,872	A	$ 0	16,872	I	By Sequoia Capital USGF Principals Fund IV, L.P. ⁽¹⁾ ⁽²⁾
Class A Common Stock	12/08/2011		C		339,650	A	$ 0	339,650	I	By Sequoia Capital Franchise Partners, L.P. ⁽¹⁾ ⁽²⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Class B Common Stock

⁽³⁾

12/08/2011

J⁽⁴⁾

5,290,000

⁽³⁾

Class A Common Stock

5,290,000

⁽⁴⁾

2,488,099

By Sequoia Capital Franchise Fund, L.P. ⁽¹⁾ ⁽²⁾

Series A Convertible Junior Participating Preferred Stock

⁽⁵⁾

12/08/2011

J⁽⁴⁾

5,290

⁽⁵⁾

Class A Common Stock

5,290,000

⁽⁴⁾

5,290

By Sequoia Capital Franchise Fund, L.P. ⁽¹⁾ ⁽²⁾

Class B Common Stock

⁽³⁾

12/08/2011

2,488,099

⁽³⁾

Class A Common Stock

2,488,099

$ 0

By Sequoia Capital Franchise Fund, L.P. ⁽¹⁾ ⁽²⁾

Class B Common Stock

⁽³⁾

12/08/2011

J⁽⁴⁾

813,000

⁽³⁾

Class A Common Stock

813,000

⁽⁴⁾

382,073

By Sequoia Capital US Growth Fund IV, L.P. ⁽¹⁾ ⁽²⁾

Series A Convertible Junior Participating Preferred Stock

⁽⁵⁾

12/08/2011

J⁽⁴⁾

813

⁽⁵⁾

Class A Common Stock

813,000

⁽⁴⁾

813

By Sequoia Capital US Growth Fund IV, L.P. ⁽¹⁾ ⁽²⁾

Class B Common Stock

⁽³⁾

12/08/2011

382,073

⁽³⁾

Class A Common Stock

382,073

$ 0

By Sequoia Capital US Growth Fund IV, L.P. ⁽¹⁾ ⁽²⁾

Class B Common Stock

⁽³⁾

12/08/2011

J⁽⁴⁾

35,000

⁽³⁾

Class A Common Stock

35,000

⁽⁴⁾

16,872

By Sequoia Capital USGF Principals Fund IV, L.P. ⁽¹⁾ ⁽²⁾

Series A Convertible Junior Participating Preferred Stock

⁽⁵⁾

12/08/2011

J⁽⁴⁾

⁽⁵⁾

Class A Common Stock

35,000

⁽⁴⁾

By Sequoia Capital USGF Principals Fund IV, L.P. ⁽¹⁾ ⁽²⁾

Class B Common Stock

⁽³⁾

12/08/2011

16,872

⁽³⁾

Class A Common Stock

16,872

$ 0

By Sequoia Capital USGF Principals Fund IV, L.P. ⁽¹⁾ ⁽²⁾

Class B Common Stock

⁽³⁾

12/08/2011

J⁽⁴⁾

721,000

⁽³⁾

Class A Common Stock

721,000

⁽⁴⁾

339,650

By Sequoia Capital Franchise Partners, L.P. ⁽¹⁾ ⁽²⁾

Series A Convertible Junior Participating Preferred Stock

⁽⁵⁾

12/08/2011

J⁽⁴⁾

721

⁽⁵⁾

Class A Common Stock

721,000

⁽⁴⁾

721

By Sequoia Capital Franchise Partners, L.P. ⁽¹⁾ ⁽²⁾

Class B Common Stock

⁽³⁾

12/08/2011

339,650

⁽³⁾

Class A Common Stock

339,650

$ 0

By Sequoia Capital Franchise Partners, L.P. ⁽¹⁾ ⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MORITZ MICHAEL J 3000 SAND HILL ROAD, 4-250 MENLO PARK, CA 94025	X

Signatures

/s/ Melinda Dunn, as attorney-in-fact		12/12/2011
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Michael Moritz is a managing member of SCFF Management, LLC ("SCFF Management") and is a managing director of SCGF GenPar, Ltd. ("SCGF GenPar"). SCFF Management is the sole general partner of Sequoia Capital Franchise Fund L.P. and Sequoia Capital Franchise Partners L.P. SCGF GenPar is the sole general partner of SCGF IV Management, L.P., which is the sole general partner of Sequoia Capital US Growth Fund IV, L.P. and Sequoia Capital USGF Principals Fund IV, L.P. By virtue of these relationships, Mr. Moritz may be deemed to share voting and dispositive power with respect to the shares held by Sequoia Capital Franchise Fund L.P., Sequoia Capital Franchise Partners L.P., Sequoia Capital US Growth Fund IV, L.P. and Sequoia Capital USGF Principals Fund IV, L.P. [continued in footnote 2]
(2)	Mr. Moritz disclaims beneficial ownership of such 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 the reported securities for purposes of Section 16 or for any other purposes.
(3)	The Class B Common Stock is convertible into Class A Common Stock at any time on a 1-for-1 basis, and has no expiration date.
(4)	On December 8, 2011, the issuer entered into a share exchange agreement with Sequoia Capital Franchise Fund, L.P., Sequoia Capital U.S. Growth Fund IV, L.P., Sequoia Capital USGF Principals Fund IV L.P. and Sequoia Capital Franchise Partners, L.P., pursuant to which these reporting persons agreed to exchange 5,290,000, 813,000, 35,000 and 721,000 shares of Class B Common Stock, respectively, for shares of the issuer's Series A Convertible Junior Participating Non-Cumulative Perpetual Preferred Stock (the "Series A Preferred Stock") on the basis of 1,000 shares of Class B Common Stock for each share of Series A Preferred Stock. With respect to the reporting person, the exchange of the Class B Common Stock is exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-3 thereunder.
(5)	The Series A Preferred Stock is convertible into Class A Common Stock on the basis of 1,000 shares of Class A Common Stock for each share of Series A Preferred Stock, and may be converted only in connection with transfers to unaffiliated third parties of the reporting persons. The Series A Preferred Stock has no expiration date.

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