0001193805-24-000350.txt : 20240308 0001193805-24-000350.hdr.sgml : 20240308 20240308210505 ACCESSION NUMBER: 0001193805-24-000350 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240306 FILED AS OF DATE: 20240308 DATE AS OF CHANGE: 20240308 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Smith Jeffrey C CENTRAL INDEX KEY: 0001362697 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34819 FILM NUMBER: 24736349 MAIL ADDRESS: STREET 1: 201 E LAS OLAS BOULEVARD, SUITE 1000 CITY: FORT LAUDERDALE STATE: FL ZIP: 33301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Starboard Principal Co GP LLC CENTRAL INDEX KEY: 0001517140 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34819 FILM NUMBER: 24736350 BUSINESS ADDRESS: STREET 1: 777 THIRD AVENUE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: (212) 845-7977 MAIL ADDRESS: STREET 1: 777 THIRD AVENUE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Starboard Principal Co LP CENTRAL INDEX KEY: 0001517139 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34819 FILM NUMBER: 24736351 BUSINESS ADDRESS: STREET 1: 777 THIRD AVENUE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: (212) 845-7977 MAIL ADDRESS: STREET 1: 777 THIRD AVENUE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: GREEN DOT CORP CENTRAL INDEX KEY: 0001386278 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] ORGANIZATION NAME: 02 Finance IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 114 W 7TH STREET SUITE 240 CITY: AUSTIN STATE: TX ZIP: 78701 BUSINESS PHONE: 6267652000 MAIL ADDRESS: STREET 1: 4675 CORNELL ROAD, SUITE 280 CITY: CINCINNATI STATE: OH ZIP: 45241 4 1 e619356_4-sb2.xml X0508 4 2024-03-06 1 0001386278 GREEN DOT CORP GDOT 0001517139 Starboard Principal Co LP 777 THIRD AVENUE, 18TH FLOOR NEW YORK NY 10017 0 0 0 1 See Footnote 2 0001517140 Starboard Principal Co GP LLC 777 THIRD AVENUE, 18TH FLOOR NEW YORK NY 10017 0 0 0 1 See Footnote 2 0001362697 Smith Jeffrey C 201 E LAS OLAS BOULEVARD, SUITE 1000 FORT LAUDERDALE FL 33301 0 0 0 1 See Footnote 2 0 Class A Common Stock, $0.001 par value 2024-03-06 4 S 0 52063 8.1524 D 2742202 I By Starboard Value and Opportunity Master Fund Ltd Class A Common Stock, $0.001 par value 2024-03-06 4 S 0 26031 8.2185 D 2716171 I By Starboard Value and Opportunity Master Fund Ltd Class A Common Stock, $0.001 par value 2024-03-06 4 S 0 9615 8.1524 D 511689 I By Starboard Value and Opportunity S LLC Class A Common Stock, $0.001 par value 2024-03-06 4 S 0 4808 8.2185 D 506881 I By Starboard Value and Opportunity S LLC Class A Common Stock, $0.001 par value 2024-03-06 4 S 0 15631 8.1524 D 868759 I By Managed Account of Starboard Value LP Class A Common Stock, $0.001 par value 2024-03-06 4 S 0 7815 8.2185 D 860944 I By Managed Account of Starboard Value LP Class A Common Stock, $0.001 par value 2024-03-06 4 S 0 5633 8.1524 D 298003 I By Starboard Value and Opportunity C LP Class A Common Stock, $0.001 par value 2024-03-06 4 S 0 2817 8.2185 D 295186 I By Starboard Value and Opportunity C LP Class A Common Stock, $0.001 par value 2024-03-06 4 S 0 5081 8.1524 D 279136 I By Starboard Value and Opportunity Master Fund L LP Class A Common Stock, $0.001 par value 2024-03-06 4 S 0 2541 8.2185 D 276595 I By Starboard Value and Opportunity Master Fund L LP Class A Common Stock, $0.001 par value 2024-03-06 4 S 0 11977 8.1524 D 494321 I By Starboard X Master Fund Ltd Class A Common Stock, $0.001 par value 2024-03-06 4 S 0 5988 8.2185 D 488333 I By Starboard X Master Fund Ltd Class A Common Stock, $0.001 par value 2024-03-07 4 S 0 26031 8.4392 D 2690140 I By Starboard Value and Opportunity Master Fund Ltd Class A Common Stock, $0.001 par value 2024-03-07 4 S 0 4808 8.4392 D 502073 I By Starboard Value and Opportunity S LLC Class A Common Stock, $0.001 par value 2024-03-07 4 S 0 7815 8.4392 D 853129 I By Managed Account of Starboard Value LP Class A Common Stock, $0.001 par value 2024-03-07 4 S 0 2817 8.4392 D 292369 I By Starboard Value and Opportunity C LP Class A Common Stock, $0.001 par value 2024-03-07 4 S 0 2540 8.4392 D 274055 I By Starboard Value and Opportunity Master Fund L LP Class A Common Stock, $0.001 par value 2024-03-07 4 S 0 5989 8.4392 D 482344 I By Starboard X Master Fund Ltd Class A Common Stock, $0.001 par value 2024-03-08 4 S 0 39427 8.5813 D 2650713 I By Starboard Value and Opportunity Master Fund Ltd Class A Common Stock, $0.001 par value 2024-03-08 4 S 0 7281 8.5813 D 494792 I By Starboard Value and Opportunity S LLC Class A Common Stock, $0.001 par value 2024-03-08 4 S 0 11837 8.5813 D 841292 I By Managed Account of Starboard Value LP Class A Common Stock, $0.001 par value 2024-03-08 4 S 0 4266 8.5813 D 288103 I By Starboard Value and Opportunity C LP Class A Common Stock, $0.001 par value 2024-03-08 4 S 0 3848 8.5813 D 270207 I By Starboard Value and Opportunity Master Fund L LP Class A Common Stock, $0.001 par value 2024-03-08 4 S 0 9070 8.5813 D 473274 I By Starboard X Master Fund Ltd Cash-Settled Total Return Swap 2024-06-03 Class A Common Stock, $0.001 par value 912457 912457 I By Starboard Value and Opportunity Master Fund Ltd Cash-Settled Total Return Swap 2024-06-03 Class A Common Stock, $0.001 par value 163262 163262 I By Starboard Value and Opportunity S LLC Cash-Settled Total Return Swap 2024-06-03 Class A Common Stock, $0.001 par value 228473 228473 I By Managed Account of Starboard Value LP Cash-Settled Total Return Swap 2024-06-03 Class A Common Stock, $0.001 par value 97444 97444 I By Starboard Value and Opportunity C LP Cash-Settled Total Return Swap 2024-06-03 Class A Common Stock, $0.001 par value 77553 77553 I By Starboard Value and Opportunity Master Fund L LP Cash-Settled Total Return Swap 2024-06-03 Class A Common Stock, $0.001 par value 346430 346430 I By Starboard X Master Fund Ltd This Form 4 is filed jointly by Starboard Value and Opportunity Master Fund Ltd ("Starboard V&O Fund"), Starboard Value and Opportunity S LLC ("Starboard S LLC"), Starboard Value and Opportunity C LP ("Starboard C LP"), Starboard Value and Opportunity Master Fund L LP ("Starboard L Master"), Starboard X Master Fund Ltd ("Starboard X Master"), Starboard Value R LP ("Starboard R LP"), Starboard Value L LP ("Starboard L LP"), Starboard Value LP ("Starboard Value LP"), Starboard Value GP LLC ("Starboard Value GP"), Starboard Value R GP LLC ("Starboard R GP"), Starboard Principal Co LP ("Principal Co"), Starboard Principal Co GP LLC ("Principal GP"), Peter A. Feld and Jeffrey C. Smith (collectively, the "Reporting Persons"). To enable all of the Reporting Persons to gain access to the Securities and Exchange Commission's electronic filing system (which only accepts a maximum of 10 joint filers per report), this report is the second of two identical reports relating to the same transactions being filed with the Securities and Exchange Commission. Each Reporting Person may be deemed to be a member of a Section 13(d) group that previously owned more than 10% of the Issuer's outstanding shares of Class A Common Stock. As of March 6, 2024, the Reporting Persons ceased to own in the aggregate more than 10% of the Issuer's Class A Common Stock. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. Securities beneficially owned by Starboard V&O Fund. Starboard Value LP, as the investment manager of Starboard V&O Fund, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard V&O Fund. Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co, and Messrs. Smith and Feld, as members of Principal GP and as members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard V&O Fund. Securities beneficially owned by Starboard S LLC. Starboard Value LP, as the manager of Starboard S LLC, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard S LLC. Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co, and Messrs. Smith and Feld, as members of Principal GP and as members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard S LLC. Securities held in a certain account managed by Starboard Value LP (the "Starboard Value LP Account"). Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co, and Messrs. Smith and Feld, as members of Principal GP and as members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard Value LP and held by the Starboard Value LP Account. Securities beneficially owned by Starboard C LP. Each of Starboard R LP, as the general partner of Starboard C LP, and Starboard R GP, as the general partner of Starboard R LP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard C LP. Starboard Value LP, as the investment manager of Starboard C LP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard C LP. Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co, and Messrs. Smith and Feld, as members of Principal GP and as members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard C LP. Securities beneficially owned by Starboard L Master. Each of Starboard L LP, as the general partner of Starboard L Master, Starboard R LP, as the general partner of Starboard L LP, and Starboard R GP, as the general partner of Starboard R LP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard L LP. Starboard Value LP, as the investment manager of Starboard L Master, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard L Master. Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co, and Messrs. Smith and Feld, as members of Principal GP and as members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard L Master. Securities beneficially owned by Starboard X Master. Starboard Value LP, as the investment manager of Starboard X Master, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard X Master. Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co, and Messrs. Smith and Feld, as members of Principal GP and as members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard X Master. Certain of the Reporting Persons have entered into cash-settled total return swap agreements (the "Swaps") with an unaffiliated third party financial institution, which provide these Reporting Persons with economic exposure to an aggregate of 1,825,619 notional shares. The Swaps provide these Reporting Persons with economic results that are comparable to the economic results of ownership but do not provide these Reporting Persons the power to vote or direct the voting or dispose of or direct the disposition of the shares of Class A Common Stock that are the subject of the Swaps (the "Subject Shares"). The Reporting Persons do not have the right to convert the Swaps into shares of Class A Common Stock at any time. The Reporting Persons expressly disclaim beneficial ownership of the Subject Shares except to the extent of his or its pecuniary interest therein. The Swaps referenced herein provide for various execution prices ranging from $33.9596 to $47.3933. The Reporting Persons undertake to provide to the staff of the Securities and Exchange Commission or any security holder of the Issuer, upon request, full information regarding the execution prices of the Swaps at each separate price within the range. Starboard Value LP, By: /s/ Jeffrey C. Smith, Authorized Signatory 2024-03-08 Starboard Value & Opportunity Master Fund Ltd, By: /s/ Jeffrey C. Smith, Authorized Signatory 2024-03-08 Starboard Value & Opportunity S LLC, By: /s/ Jeffrey C. Smith, Authorized Signatory 2024-03-08