X0304 4 2011-12-08 1 0001386278 GREEN DOT CORP GDOT 0001133918 SCFF MANAGEMENT LLC 3000 SAND HILL ROAD BLDG 4, SUITE 250 MENLO PARK CA 94025 0 0 1 0 0001085206 SEQUOIA CAPITAL FRANCHISE FUND LP 3000 SAND HILL ROAD BLDG 4, SUITE 250 MENLO PARK CA 94025 0 0 1 0 0001092521 SEQUOIA CAPITAL FRANCHISE PARTNERS LP 3000 SAND HILL ROAD BLDG 4, SUITE 250 MENLO PARK CA 94025 0 0 1 0 0001471126 SCGF GENPAR LTD 3000 SAND HILL ROAD BLDG 4, SUITE 250 MENLO PARK CA 94025 0 0 1 0 0001447940 SCGF IV MANAGEMENT LP 3000 SAND HILL ROAD BLDG 4, SUITE 250 MENLO PARK CA 94025 0 0 1 0 0001444121 SEQUOIA CAPITAL US GROWTH FUND IV LP 3000 SAND HILL ROAD BLDG 4, SUITE 250 MENLO PARK CA 94025 0 0 1 0 0001460980 SEQUOIA CAPITAL USGF PRINCIPALS FUND IV LP 3000 SAND HILL ROAD BLDG 4, SUITE 250 MENLO PARK CA 94025 0 0 1 0 Class A Common Stock 2011-12-08 4 C 0 2488099 0.00 A 2488099 I By Sequoia Capital Franchise Fund, L.P. Class A Common Stock 2011-12-08 4 C 0 382073 0.00 A 382073 I By Sequoia Capital US Growth Fund IV, L.P. Class A Common Stock 2011-12-08 4 C 0 16872 0.00 A 16872 I By Sequoia Capital USGF Principals Fund IV, L.P. Class A Common Stock 2011-12-08 4 C 0 339650 0.00 A 339650 I By Sequoia Capital Franchise Partners, L.P. Class B Common Stock 2011-12-08 4 J 0 5290000 D Class A Common Stock 5290000 2488099 I By Sequoia Capital Franchise Fund, L.P. Series A Convertible Junior Participating Preferred Stock 2011-12-08 4 J 0 5290 A Class A Common Stock 5290000 5290 I By Sequoia Capital Franchise Fund, L.P. Class B Common Stock 2011-12-08 4 C 0 2488099 0.00 D Class A Common Stock 2488099 0 I By Sequoia Capital Franchise Fund, L.P. Class B Common Stock 2011-12-08 4 J 0 813000 D Class A Common Stock 813000 382073 I By Sequoia Capital US Growth Fund IV, L.P. Series A Convertible Junior Participating Preferred Stock 2011-12-08 4 J 0 813 A Class A Common Stock 813000 813 I By Sequoia Capital US Growth Fund IV, L.P. Class B Common Stock 2011-12-08 4 C 0 382073 0.00 D Class A Common Stock 382073 0 I By Sequoia Capital US Growth Fund IV, L.P. Class B Common Stock 2011-12-08 4 J 0 35000 D Class A Common Stock 35000 16872 I By Sequoia Capital USGF Principals Fund IV, L.P. Series A Convertible Junior Participating Preferred Stock 2011-12-08 4 J 0 35 A Class A Common Stock 35000 35 I By Sequoia Capital USGF Principals Fund IV, L.P. Class B Common Stock 2011-12-08 4 C 0 16872 0.00 D Class A Common Stock 16872 0 I By Sequoia Capital USGF Principals Fund IV, L.P. Class B Common Stock 2011-12-08 4 J 0 721000 D Class A Common Stock 721000 339650 I By Sequoia Capital Franchise Partners, L.P. Series A Convertible Junior Participating Preferred Stock 2011-12-08 4 J 0 721 A Class A Common Stock 721000 721 I By Sequoia Capital Franchise Partners, L.P. Class B Common Stock 2011-12-08 4 C 0 339650 0.00 D Class A Common Stock 339650 0 I By Sequoia Capital Franchise Partners, L.P. 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. 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. 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. 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. 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. /s/ Melinda Dunn, as attorney-in-fact for Douglas Leone, the managing member of SCFF Management, LLC 2011-12-12 /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. 2011-12-12 /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. 2011-12-12 /s/ Melinda Dunn, as attorney-in-fact for Douglas Leone, a managing director of SCGF GenPar Ltd. 2011-12-12 /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. 2011-12-12 /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. 2011-12-12 /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. 2011-12-12