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, 4-250

3. Date of Earliest Transaction (Month/Day/Year)
07/27/2010

(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								0	I	By Sequoia Capital Franchise Fund ⁽¹⁾
Class A Common Stock								0	I	By Sequoia Capital IX ⁽²⁾
Class A Common Stock								0	I	By Sequoia Capital US Growth Fund IV, L.P. ⁽³⁾
Class A Common Stock								0	I	By Sequoia Capital USGF Principals Fund IV, L.P. ⁽³⁾
Class A Common Stock								0	I	By Sequoia Capital Franchise Partners ⁽¹⁾
Class A Common Stock								0	I	By Sequoia Capital Entrepreneurs Annex Fund ⁽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

Series C Convertible Preferred Stock ⁽⁴⁾

$ 0

07/27/2010

6,243,285

⁽⁴⁾

Class B Common Stock ⁽⁵⁾

6,243,285

$ 0

By Sequoia Capital Franchise Fund ⁽¹⁾

Series C-1 Convertible Preferred Stock ⁽⁴⁾

$ 0

07/27/2010

749,194

⁽⁴⁾

Class B Common Stock ⁽⁵⁾

749,194

$ 0

By Sequoia Capital Franchise Fund ⁽¹⁾

Series C-2 Convertible Preferred Stock ⁽⁴⁾

$ 0

07/27/2010

775,774

⁽⁴⁾

Class B Common Stock ⁽⁵⁾

775,774

$ 0

By Sequoia Capital Franchise Fund ⁽¹⁾

Series C-1 Convertible Preferred Stock ⁽⁴⁾

$ 0

07/27/2010

1,558,481

⁽⁴⁾

Class B Common Stock ⁽⁵⁾

1,558,481

$ 0

By Sequoia Capital IX ⁽²⁾

Series C-2 Convertible Preferred Stock ⁽⁴⁾

$ 0

07/27/2010

288,247

⁽⁴⁾

Class B Common Stock ⁽⁵⁾

288,247

$ 0

By Sequoia Capital IX ⁽²⁾

Series A Convertible Preferred Stock ⁽⁴⁾

$ 0

07/27/2010

266,579

⁽⁴⁾

Class B Common Stock ⁽⁵⁾

266,579

$ 0

By Sequoia Capital US Growth Fund IV, L.P. ⁽³⁾

Series B Convertible Preferred Stock ⁽⁴⁾

$ 0

07/27/2010

45,912

⁽⁴⁾

Class B Common Stock ⁽⁵⁾

45,912

$ 0

By Sequoia Capital US Growth Fund IV, L.P. ⁽³⁾

Series C Convertible Preferred Stock ⁽⁴⁾

$ 0

07/27/2010

38,394

⁽⁴⁾

Class B Common Stock ⁽⁵⁾

38,394

$ 0

By Sequoia Capital US Growth Fund IV, L.P. ⁽³⁾

Series C-1 Convertible Preferred Stock ⁽⁴⁾

$ 0

07/27/2010

4,426

⁽⁴⁾

Class B Common Stock ⁽⁵⁾

4,426

$ 0

By Sequoia Capital US Growth Fund IV, L.P. ⁽³⁾

Series A Convertible Preferred Stock ⁽⁴⁾

$ 0

07/27/2010

11,571

⁽⁴⁾

Class B Common Stock ⁽⁵⁾

11,571

$ 0

By Sequoia Capital USGF Principals Fund IV, L.P. ⁽³⁾

Series B Convertible Preferred Stock ⁽⁴⁾

$ 0

07/27/2010

1,993

⁽⁴⁾

Class B Common Stock ⁽⁵⁾

1,993

$ 0

By Sequoia Capital USGF Principals Fund IV, L.P. ⁽³⁾

Series C Convertible Preferred Stock ⁽⁴⁾

$ 0

07/27/2010

1,666

⁽⁴⁾

Class B Common Stock ⁽⁵⁾

1,666

$ 0

By Sequoia Capital USGF Principals Fund IV, L.P. ⁽³⁾

Series C-1 Convertible Preferred Stock ⁽⁴⁾

$ 0

07/27/2010

192

⁽⁴⁾

Class B Common Stock ⁽⁵⁾

192

$ 0

By Sequoia Capital USGF Principals Fund IV, L.P. ⁽³⁾

Series C Convertible Preferred Stock ⁽⁴⁾

$ 0

07/27/2010

851,357

⁽⁴⁾

Class B Common Stock ⁽⁵⁾

851,357

$ 0

By Sequoia Capital Franchise Partners ⁽¹⁾

Series C-1 Convertible Preferred Stock ⁽⁴⁾

$ 0

07/27/2010

102,163

⁽⁴⁾

Class B Common Stock ⁽⁵⁾

102,163

$ 0

By Sequoia Capital Franchise Partners ⁽¹⁾

Series C-2 Convertible Preferred Stock ⁽⁴⁾

$ 0

07/27/2010

105,787

⁽⁴⁾

Class B Common Stock ⁽⁵⁾

105,787

$ 0

By Sequoia Capital Franchise Partners ⁽¹⁾

Series C-1 Convertible Preferred Stock ⁽⁴⁾

$ 0

07/27/2010

151,130

⁽⁴⁾

Class B Common Stock ⁽⁵⁾

151,130

$ 0

By Sequoia Capital Entrepreneurs Annex Fund ⁽²⁾

Series C-2 Convertible Preferred Stock ⁽⁴⁾

$ 0

07/27/2010

12,010

⁽⁴⁾

Class B Common Stock ⁽⁵⁾

12,010

$ 0

By Sequoia Capital Entrepreneurs Annex Fund ⁽²⁾

Class B Common Stock ⁽⁵⁾

$ 0

07/27/2010

7,768,253

⁽⁵⁾

Class A Common Stock

7,768,253

$ 0

7,778,099

By Sequoia Capital Franchise Fund ⁽¹⁾

Class B Common Stock ⁽⁵⁾

$ 0

07/27/2010

1,846,728

⁽⁵⁾

Class A Common Stock

1,846,728

$ 0

1,850,387

By Sequoia Capital IX ⁽²⁾

Class B Common Stock ⁽⁵⁾

$ 0

07/27/2010

355,311

⁽⁵⁾

Class A Common Stock

355,311

$ 0

1,195,073

By Sequoia Capital US Growth Fund IV, L.P. ⁽³⁾

Class B Common Stock ⁽⁵⁾

$ 0

07/27/2010

15,422

⁽⁵⁾

Class A Common Stock

15,422

$ 0

51,872

By Sequoia Capital USGF Principals Fund IV, L.P. ⁽³⁾

Class B Common Stock ⁽⁵⁾

$ 0

07/27/2010

1,059,307

⁽⁵⁾

Class A Common Stock

1,059,307

$ 0

1,060,650

By Sequoia Capital Franchise Partners ⁽¹⁾

Class B Common Stock ⁽⁵⁾

$ 0

07/27/2010

163,140

⁽⁵⁾

Class A Common Stock

163,140

$ 0

163,292

By Sequoia Capital Entrepreneurs Annex Fund ⁽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	X

Signatures

/s/ Lina Davidian as attorney-in-fact for Michael J. Moritz		07/29/2010
^**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)	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.
(2)	SC IX.I Management, LLC ("SC IX.I Management") is the sole general partner of Sequoia Capital IX and Sequoia Capital Entreprenuers 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.
(3)	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.
(4)	The convertible preferred stock converted into the issuer's Class B Common Stock on a 1-for-1 basis on the closing of the issuer's initial public offering and had no expiration date.
(5)	The Class B Common Stock is convertible at the holder's option into the issuer's Class A Common Stock on a 1-for-1 basis and has no expiration date.

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.