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

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(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	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

3000 SAND HILL ROAD, BLDG 4, SUITE 250

3. Date of Earliest Transaction (Month/Day/Year)
02/28/2011

(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	02/28/2011		J⁽⁴⁾		18,313 ⁽⁵⁾	A	⁽⁴⁾	18,313	D
Class A Common Stock	02/28/2011		C		1,850,387	A	⁽³⁾	1,850,387	I	By Sequoia Capital IX, L.P. ⁽¹⁾ ⁽²⁾
Class A Common Stock	02/28/2011		C		163,292	A	⁽³⁾	163,292	I	By Sequoia Capital Entrepreneurs Annex Fund, L.P. ⁽¹⁾ ⁽²⁾
Class A Common Stock	02/28/2011		J⁽⁴⁾		1,850,387	D	⁽⁴⁾	0	I	By Sequoia Capital IX, L.P. ⁽¹⁾ ⁽²⁾
Class A Common Stock	02/28/2011		J⁽⁴⁾		163,292	D	⁽⁴⁾	0	I	By Sequoia Capital Entrepreneurs Annex Fund, 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⁾

02/28/2011

1,850,387

⁽³⁾

Class A Common Stock

1,850,387

⁽³⁾

By Sequoia Capital IX, L.P. ⁽¹⁾ ⁽²⁾

Class B Common Stock

⁽³⁾

02/28/2011

163,292

⁽³⁾

Class A Common Stock

163,292

⁽³⁾

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

Class B Common Stock

⁽³⁾

Class A Common Stock

7,778,099

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

Class B Common Stock

⁽³⁾

Class A Common Stock

1,060,650

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

Class B Common Stock

⁽³⁾

Class A Common Stock

1,195,073

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

Class B Common Stock

⁽³⁾

Class A Common Stock

51,872

By Sequoia Capital USGF Principals Fund IV, 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, BLDG 4, SUITE 250 MENLO PARK, CA 94025	X	X

Signatures

/s/ Melinda Dunn, as attorney-in-fact		02/28/2011
^**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 J. Moritz is a managing member of each of SC IX.I Management, LLC ("SC IX.I Management") and SCFF Management, LLC ("SCFF Management") and is a managing director of SCGF GenPar, Ltd. ("SCGF GenPar"). SC IX.I Management is the sole general partner of Sequoia Capital IX, L.P. and Sequoia Capital Entrepreneurs Annex Fund, L.P. 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. (Continued in foot note 2)
(2)	("SGF IV Management"), 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 of common stock held by Sequoia Capital IX, L.P., Sequoia Capital Entrepreneurs Annex Fund, L.P, 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. Mr. Moritz disclaims beneficial ownership of such securities except to the extent of its 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 one-for-one basis, and has no expiration date.
(4)	Distribution to partners and includes subsequent distributions by general partners to their respective partners or members.
(5)	Represents shares distributed to Mr. Moritz from SC IX.I Management.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.