SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

SCFF MANAGEMENT LLC

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BLDG 4, SUITE 250

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

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)

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

4. If Amendment, Date of 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

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	12/08/2011		C		2,488,099	A	$0.00	2,488,099	I	By Sequoia Capital Franchise Fund, L.P.⁽¹⁾
Class A Common Stock	12/08/2011		C		382,073	A	$0.00	382,073	I	By Sequoia Capital US Growth Fund IV, L.P.⁽²⁾
Class A Common Stock	12/08/2011		C		16,872	A	$0.00	16,872	I	By Sequoia Capital USGF Principals Fund IV, L.P.⁽²⁾
Class A Common Stock	12/08/2011		C		339,650	A	$0.00	339,650	I	By Sequoia Capital Franchise Partners, L.P.⁽¹⁾

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽³⁾	12/08/2011		J⁽⁴⁾			5,290,000	⁽³⁾	⁽³⁾	Class A Common Stock	5,290,000	⁽⁴⁾	2,488,099	I	By Sequoia Capital Franchise Fund, L.P.⁽¹⁾
Series A Convertible Junior Participating Preferred Stock	⁽⁵⁾	12/08/2011		J⁽⁴⁾		5,290		⁽⁵⁾	⁽⁵⁾	Class A Common Stock	5,290,000	⁽⁴⁾	5,290	I	By Sequoia Capital Franchise Fund, L.P.⁽¹⁾
Class B Common Stock	⁽³⁾	12/08/2011		C			2,488,099	⁽³⁾	⁽³⁾	Class A Common Stock	2,488,099	$0.00	0	I	By Sequoia Capital Franchise Fund, L.P.⁽¹⁾
Class B Common Stock	⁽³⁾	12/08/2011		J⁽⁴⁾			813,000	⁽³⁾	⁽³⁾	Class A Common Stock	813,000	⁽⁴⁾	382,073	I	By Sequoia Capital US Growth Fund IV, L.P.⁽²⁾
Series A Convertible Junior Participating Preferred Stock	⁽⁵⁾	12/08/2011		J⁽⁴⁾		813		⁽⁵⁾	⁽⁵⁾	Class A Common Stock	813,000	⁽⁴⁾	813	I	By Sequoia Capital US Growth Fund IV, L.P.⁽²⁾
Class B Common Stock	⁽³⁾	12/08/2011		C			382,073	⁽³⁾	⁽³⁾	Class A Common Stock	382,073	$0.00	0	I	By Sequoia Capital US Growth Fund IV, L.P.⁽²⁾
Class B Common Stock	⁽³⁾	12/08/2011		J⁽⁴⁾			35,000	⁽³⁾	⁽³⁾	Class A Common Stock	35,000	⁽⁴⁾	16,872	I	By Sequoia Capital USGF Principals Fund IV, L.P.⁽²⁾
Series A Convertible Junior Participating Preferred Stock	⁽⁵⁾	12/08/2011		J⁽⁴⁾		35		⁽⁵⁾	⁽⁵⁾	Class A Common Stock	35,000	⁽⁴⁾	35	I	By Sequoia Capital USGF Principals Fund IV, L.P.⁽²⁾
Class B Common Stock	⁽³⁾	12/08/2011		C			16,872	⁽³⁾	⁽³⁾	Class A Common Stock	16,872	$0.00	0	I	By Sequoia Capital USGF Principals Fund IV, L.P.⁽²⁾
Class B Common Stock	⁽³⁾	12/08/2011		J⁽⁴⁾			721,000	⁽³⁾	⁽³⁾	Class A Common Stock	721,000	⁽⁴⁾	339,650	I	By Sequoia Capital Franchise Partners, L.P.⁽¹⁾
Series A Convertible Junior Participating Preferred Stock	⁽⁵⁾	12/08/2011		J⁽⁴⁾		721		⁽⁵⁾	⁽⁵⁾	Class A Common Stock	721,000	⁽⁴⁾	721	I	By Sequoia Capital Franchise Partners, L.P.⁽¹⁾
Class B Common Stock	⁽³⁾	12/08/2011		C			339,650	⁽³⁾	⁽³⁾	Class A Common Stock	339,650	$0.00	0	I	By Sequoia Capital Franchise Partners, L.P.⁽¹⁾

1. Name and Address of Reporting Person^*

SCFF MANAGEMENT LLC

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BLDG 4, SUITE 250

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

SEQUOIA CAPITAL FRANCHISE FUND LP

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BLDG 4, SUITE 250

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

SEQUOIA CAPITAL FRANCHISE PARTNERS LP

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BLDG 4, SUITE 250

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

SCGF GENPAR LTD

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BLDG 4, SUITE 250

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

SCGF IV MANAGEMENT LP

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BLDG 4, SUITE 250

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

SEQUOIA CAPITAL US GROWTH FUND IV LP

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BLDG 4, SUITE 250

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

SEQUOIA CAPITAL USGF PRINCIPALS FUND IV LP

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BLDG 4, SUITE 250

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. 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 held by Sequoia Capital Franchise Fund L.P. and Sequoia Capital Franchise Partners L.P. SCFF Management disclaims beneficial ownership of these 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. SCGF GenPar, Ltd. ("SCGF GenPar") is the sole general partner of SCGF IV Management, L.P. ("SCGF 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 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.

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.

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.

Remarks:

	/s/ Melinda Dunn, as attorney-in-fact for Douglas Leone, the managing member of SCFF Management, LLC	12/12/2011
	/s/ Melinda Dunn, as attorney-in-fact for Douglas Leone, a managing member of SCFF Management, LLC, which is the general partner of Sequoia Capital Franchise Fund, L.P.	12/12/2011
	/s/ Melinda Dunn, as attorney-in-fact for Douglas Leone, a managing member of SCFF Management, LLC, which is the general partner of Sequoia Capital Franchise Partners, L.P.	12/12/2011
	/s/ Melinda Dunn, as attorney-in-fact for Douglas Leone, a managing director of SCGF GenPar Ltd.	12/12/2011
	/s/ Melinda Dunn, as attorney-in-fact for Douglas Leone, a managing director of SCGF GenPar Ltd., which is the general partner of SCGF IV Management, L.P.	12/12/2011
	/s/ Melinda Dunn, as attorney-in-fact for Douglas Leone, a managing director of SCGF GenPar Ltd., which is the general partner of SCGF IV Management, L.P., which is the general partner of Sequoia Capital U.S. Growth Fund IV, L.P.	12/12/2011
	/s/ Melinda Dunn, as attorney-in-fact for Douglas Leone, a managing director of SCGF GenPar, Ltd., which is the general partner of SCGF IV Management, L.P., which is the general partner of Sequoia Capital USGF Principals Fund IV, L.P.	12/12/2011
	** Signature of Reporting Person	Date
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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