Schedule 13G

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ManHRELNrehaVVho6tkYo3F2RMQ/b282cK24KmBogwBzvopUclORr95D8mfndjC0 X+jFQr0yVZeyzRcVdw3nfQ== 0001193125-11-034878.txt : 20110214 0001193125-11-034878.hdr.sgml : 20110214 20110214143837 ACCESSION NUMBER: 0001193125-11-034878 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110214 DATE AS OF CHANGE: 20110214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GREEN DOT CORP CENTRAL INDEX KEY: 0001386278 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-85599 FILM NUMBER: 11606175 BUSINESS ADDRESS: STREET 1: 605 E HUNTINGTON DRIVE STREET 2: SUITE 205 CITY: MONROVIA STATE: CA ZIP: 91016 BUSINESS PHONE: 6267753400 MAIL ADDRESS: STREET 1: 605 E HUNTINGTON DRIVE STREET 2: SUITE 205 CITY: MONROVIA STATE: CA ZIP: 91016 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WAL MART STORES INC CENTRAL INDEX KEY: 0000104169 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-VARIETY STORES [5331] IRS NUMBER: 710415188 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 702 SOUTHWEST 8TH ST CITY: BENTONVILLE STATE: AR ZIP: 72716 BUSINESS PHONE: 5012734000 MAIL ADDRESS: STREET 1: 702 SOUTHWEST 8TH STREET CITY: BENTONVILLE STATE: AR ZIP: 72716 SC 13G 1 dsc13g.htm SCHEDULE 13G Schedule 13G

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d)

and Amendments

Thereto Filed Pursuant to § 240.13d-2.

Under the Securities Exchange Act of 1934

GREEN DOT CORPORATION

(Name of Issuer)

CLASS A COMMON STOCK

(Title of Class of Securities)

39304D102

(CUSIP Number)

December 31, 2010

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

Page 1 of 5 Pages


		SCHEDULE 13G		Page 2 of 5 Pages


CUSIP No.: 39304D102
1)	NAME OF REPORTING PERSON WAL-MART STORES, INC.
2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3)	SEC USE ONLY
4)	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5)	SOLE VOTING POWER NONE (SEE ITEM 4)
		6)	SHARED VOTING POWER NONE (SEE ITEM 4)
		7)	SOLE DISPOSITIVE POWER NONE (SEE ITEM 4)
		8)	SHARED DISPOSITIVE POWER NONE (SEE ITEM 4)
9)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,208,552
10)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 15.0%
12)	TYPE OF REPORTING PERSON CO


CUSIP No.: 39304D102		SCHEDULE 13G		Page 3 of 5 Pages

Item 1

(a).

Name of Issuer:

Green Dot Corporation

Item 1

(b).

Address of Issuer’s Principal Executive Offices:

605 East Huntington Drive, Suite 205

Monrovia, California 91016

Item 2

(a).

Name of Person Filing:

Wal-Mart Stores, Inc.

Item 2

(b).

Address of Principal Business Office or, if None, Residence:

702 S.W. Eighth Street

Bentonville, Arkansas 72716

Item 2

(c).

Citizenship:

Delaware

Item 2

(d).

Title of Class of Securities:

Class A Common Stock

Item 2

(e).

CUSIP Number:

39304D102

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

Broker or Dealer Registered Under Section 15 of the Act (15 U.S.C. 78o)

(b)

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c)

(c)

Insurance Company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c)

(d)

Investment Company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8)

(e)

Investment Adviser in accordance with § 240.13d-1(b)(1)(ii)(E)

(f)

Employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F)

(g)

Parent Holding Company or control person in accordance with §240.13d-1(b)(ii)(G)

(h)

Savings Association as defined in §3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813)

(i)

Church plan that is excluded from the definition of an investment company under §3(c)(15) of the Investment Company Act of 1940 (15 U.S.C. 80a-3)

(j)

Group, in accordance with §240.13d-1(b)(ii)(J)


CUSIP No.: 39304D102		SCHEDULE 13G		Page 4 of 5 Pages


Item 4.	Ownership.

	(a)	Amount beneficially owned:

		2,208,552

	(b)	Percent of class:

		15.0%

		The percent of class was calculated based on 14,761,743 shares of Class A Common Stock outstanding as of December 31, 2010, which shares outstanding number was supplied by the issuer.

	(c)	Number of shares as to which such person has:

		(i)	Sole power to vote or to direct the vote:

			None

		(ii)	Shared power to vote or to direct the vote:

			None

		(iii)	Sole power to dispose or to direct the disposition of:

			None

		(iv)	Shared power to dispose or to direct the disposition of:

			None

			The filing person has granted an irrevocable proxy to the issuer to vote the shares reported in the same proportion as the votes cast by the other stockholders of the issuer. All of these shares were initially subject to a right of repurchase by the issuer. The repurchase right has lapsed or will lapse, as applicable, with respect to 36,810 shares on each of June 1, 2010, June 27, 2010 and on the 27th day of each calendar month thereafter (until none of the shares remains subject to the right of repurchase), provided that certain conditions are met and subject to certain exceptions. As of December 31, 2010, the repurchase right has lapsed with respect to 294,480 shares. In addition, as of December 31, 2010, the filing person had agreed not to sell any of these shares pursuant to a lock-up agreement entered into with the issuer’s underwriters in connection with the issuer’s initial public offering. The lock-up agreement expired on January 17, 2011.

Item 5.	Ownership of Five Percent or Less of a Class.

	Not applicable

Item 6.	Ownership of More than Five Percent on Behalf of Another Person.

	Not applicable

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

	Not applicable

Item 8.	Identification and Classification of Members of the Group.

	Not applicable

Item 9.	Notice of Dissolution of Group.

	Not applicable

Item 10.	Certification.

	Not applicable


CUSIP No.: 39304D102		SCHEDULE 13G		Page 5 of 5 Pages

SIGNATURE

After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this Statement is true, complete and correct.

February 14, 2011

Date

/s/ Jane Thompson

Signature

Jane Thompson, Senior Vice President

Name/Title

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