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 *
SC IX.I MANAGEMENT, LLC
  2. Issuer Name and Ticker or Trading Symbol
GREEN DOT CORP [GDOT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ 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)
___ Form filed by One Reporting Person
_X_ 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)
Code V Amount (A) or (D) Price
Class A Common Stock 02/28/2011   C   1,850,387 A (4) 1,850,387 I By Sequoia Capital IX, L.P. (1)
Class A Common Stock 02/28/2011   C   163,292 A (4) 163,292 I By Sequoia Capital Entrepreneurs Annex Fund, L.P. (1)
Class A Common Stock 02/28/2011   J(5)   1,850,387 D (5) 0 I By Sequoia Capital IX, L.P. (1)
Class A Common Stock 02/28/2011   J(5)   163,292 D (5) 0 I By Sequoia Capital Entrepreneurs Annex Fund, L.P. (1)

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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock (4) 02/28/2011   C     1,850,387   (4)   (4) Class A Common Stock 1,850,387 (4) 0 I By Sequoia Capital IX, L.P. (1)
Class B Common Stock (4) 02/28/2011   C     163,292   (4)   (4) Class A Common Stock 163,292 (4) 0 I By Sequoia Capital Entrepreneurs Annex Fund, L.P. (1)
Class B Common Stock (4)               (4)   (4) Class A Common Stock 7,778,099   7,778,099 I By Sequoia Capital Franchise Fund, L.P. (2)
Class B Common Stock (4)               (4)   (4) Class A Common Stock 1,060,650   1,060,650 I By Sequoia Capital Franchise Partners, L.P. (2)
Class B Common Stock (4)               (4)   (4) Class A Common Stock 1,195,073   1,195,073 I By Sequoia Capital U.S. Growth Fund IV, L.P. (3)
Class B Common Stock (4)               (4)   (4) Class A Common Stock 51,872   51,872 I By Sequoia Capital USGF Principals Fund IV, L.P. (3)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
SC IX.I MANAGEMENT, LLC
3000 SAND HILL ROAD, BLDG 4, SUITE 250
MENLO PARK, CA 94025
    X    
SEQUOIA CAPITAL IX
3000 SAND HILL ROAD, BLDG. 4, SUITE 250
MENLO PARK, CA 94025
    X    
SEQUOIA CAPITAL ENTERPRENEURS ANNEX FUND
3000 SAND HILL ROAD, BLDG. 4, SUITE 250
MENLO PARK, CA 94025
    X    
SCFF MANAGEMENT LLC
3000 SAND HILL ROAD, BLDG. 4, SUITE 250
MENLO PARK, CA 94025
    X    
SEQUOIA CAPITAL FRANCHISE FUND LP
3000 SAND HILL ROAD, BLDG. 4, SUITE 250
MENLO PARK, CA 94025
    X    
SEQUOIA CAPITAL FRANCHISE PARTNERS LP
3000 SAND HILL ROAD, BLDG. 4, SUITE 250
MENLO PARK, CA 94025
    X    
SCGF GENPAR LTD
3000 SAND HILL ROAD, BLDG. 4, SUITE 250
MENLO PARK, CA 94025
    X    
SCGF IV MANAGEMENT LP
3000 SAND HILL ROAD, BLDG. 4, SUITE 250
MENLO PARK, CA 94025
    X    
SEQUOIA CAPITAL US GROWTH FUND IV LP
3000 SAND HILL ROAD, BLDG. 4, SUITE 250
MENLO PARK, CA 94025
    X    
SEQUOIA CAPITAL USGF PRINCIPALS FUND IV LP
3000 SAND HILL ROAD, BLDG. 4, SUITE 250
MENLO PARK, CA 94025
    X    

Signatures

 /s/ Melinda Dunn, as attorney-in-fact, Douglas Leone, its managing member for SC IX.I Management, LLC   02/28/2011
**Signature of Reporting Person Date

 /s/ Melinda Dunn, as attorney-in-fact, Douglas Leone, its managing member, SC IX.I Management, LLC, its general partner for Sequoia Capital IX, L.P.   02/28/2011
**Signature of Reporting Person Date

 /s/ Melinda Dunn, as attorney-in-fact, Douglas Leone, its managing member, SC IX.I Management, LLC, its general partner for Sequoia Capital Entrepreneurs Annex Fund, L.P.   02/28/2011
**Signature of Reporting Person Date

 /s/ Melinda Dunn, as attorney-in-fact, Douglas Leone, its managing member for SCFF Management, LLC   02/28/2011
**Signature of Reporting Person Date

 /s/ Melinda Dunn, as attorney-in-fact, Douglas Leone, its managing member, SCFF Management, LLC, its general partner for Sequoia Capital Franchise Fund, L.P.   02/28/2011
**Signature of Reporting Person Date

 /s/ Melinda Dunn, as attorney-in-fact, Douglas Leone, its managing member, SCFF Management, LLC, its general partner for Sequoia Capital Franchise Partners, L.P.   02/28/2011
**Signature of Reporting Person Date

 /s/ Melinda Dunn, as attorney-in-fact, Douglas Leone, its managing director for SCGF GenPar, Ltd   02/28/2011
**Signature of Reporting Person Date

 /s/ Melinda Dunn, as attorney-in-fact, Douglas Leone, its managing director, SCGF GenPar, Ltd, its general partner for SCGF IV Management, L.P.   02/28/2011
**Signature of Reporting Person Date

 /s/ Melinda Dunn, as attorney-in-fact, Douglas Leone, its managing director, SCGF GenPar, Ltd, its general partner, SCGF IV Management, L.P., its general partner for Sequoia Capital U.S. Growth Fund IV, L.P.   02/28/2011
**Signature of Reporting Person Date

 /s/ Melinda Dunn, as attorney-in-fact, Douglas Leone, its managing director, SCGF GenPar, Ltd, its general partner, SCGF IV Management, L.P., its general partner for Sequoia Capital USGF Principals Fund IV, L.P.   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) SC IX.I Management, LLC ("SC IX.I Management") is the sole general partner of Sequoia Capital IX, L.P. and Sequoia Capital Entrepreneurs Annex Fund, L.P. As a result, SC IX.I Management may be deemed to share voting and dispositive power with respect to the shares of common stock held by Sequoia Capital IX, L.P. and Sequoia Capital Entrepreneurs Annex Fund, L.P. SC IX.I Management 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.
(2) SCFF Management, LLC ("SCFF Management") is the sole general partner of Sequoia Capital Franchise Fund L.P. and Sequoia Capital Franchise Partners L.P. As a result, SCFF Management may be deemed to share voting and dispositive power with respect to the shares of common stock held by Sequoia Capital Franchise Fund L.P. and Sequoia Capital Franchise Partners L.P. SCFF Management 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) SCGF GenPar, Ltd. ("SCGF GenPar") is the sole general partner of SCGF IV Management, L.P. ("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. As a result, SCGF GenPar and SCGF IV Management may be deemed to share voting and dispositive power with respect to the shares of common stock held by Sequoia Capital US Growth Fund IV, L.P. and Sequoia Capital USGF Principals Fund IV, L.P. Each of SCGF GenPar and SCGF IV Management 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.
(4) 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.
(5) Distribution to partners and includes subsequent distributions by general partners to their respective partners or members.

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.