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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Starboard Principal Co LP

(Last)

(First)

(Middle)

777 THIRD AVENUE, 18TH FLOOR

(Street)

NEW YORK

10017

(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		10% Owner
Officer (give title below)	X	Other (specify below)
		See Footnote 2

3. Date of Earliest Transaction (Month/Day/Year)
03/06/2024

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, $0.001 par value⁽¹⁾⁽²⁾	03/06/2024		S		52,063	D	$8.1524	2,742,202	I	By Starboard Value and Opportunity Master Fund Ltd⁽³⁾
Class A Common Stock, $0.001 par value⁽¹⁾⁽²⁾	03/06/2024		S		26,031	D	$8.2185	2,716,171	I	By Starboard Value and Opportunity Master Fund Ltd⁽³⁾
Class A Common Stock, $0.001 par value⁽¹⁾⁽²⁾	03/06/2024		S		9,615	D	$8.1524	511,689	I	By Starboard Value and Opportunity S LLC⁽⁴⁾
Class A Common Stock, $0.001 par value⁽¹⁾⁽²⁾	03/06/2024		S		4,808	D	$8.2185	506,881	I	By Starboard Value and Opportunity S LLC⁽⁴⁾
Class A Common Stock, $0.001 par value⁽¹⁾⁽²⁾	03/06/2024		S		15,631	D	$8.1524	868,759	I	By Managed Account of Starboard Value LP⁽⁵⁾
Class A Common Stock, $0.001 par value⁽¹⁾⁽²⁾	03/06/2024		S		7,815	D	$8.2185	860,944	I	By Managed Account of Starboard Value LP⁽⁵⁾
Class A Common Stock, $0.001 par value⁽¹⁾⁽²⁾	03/06/2024		S		5,633	D	$8.1524	298,003	I	By Starboard Value and Opportunity C LP⁽⁶⁾
Class A Common Stock, $0.001 par value⁽¹⁾⁽²⁾	03/06/2024		S		2,817	D	$8.2185	295,186	I	By Starboard Value and Opportunity C LP⁽⁶⁾
Class A Common Stock, $0.001 par value⁽¹⁾⁽²⁾	03/06/2024		S		5,081	D	$8.1524	279,136	I	By Starboard Value and Opportunity Master Fund L LP⁽⁷⁾
Class A Common Stock, $0.001 par value⁽¹⁾⁽²⁾	03/06/2024		S		2,541	D	$8.2185	276,595	I	By Starboard Value and Opportunity Master Fund L LP⁽⁷⁾
Class A Common Stock, $0.001 par value⁽¹⁾⁽²⁾	03/06/2024		S		11,977	D	$8.1524	494,321	I	By Starboard X Master Fund Ltd⁽⁸⁾
Class A Common Stock, $0.001 par value⁽¹⁾⁽²⁾	03/06/2024		S		5,988	D	$8.2185	488,333	I	By Starboard X Master Fund Ltd⁽⁸⁾
Class A Common Stock, $0.001 par value⁽¹⁾⁽²⁾	03/07/2024		S		26,031	D	$8.4392	2,690,140	I	By Starboard Value and Opportunity Master Fund Ltd⁽³⁾
Class A Common Stock, $0.001 par value⁽¹⁾⁽²⁾	03/07/2024		S		4,808	D	$8.4392	502,073	I	By Starboard Value and Opportunity S LLC⁽⁴⁾
Class A Common Stock, $0.001 par value⁽¹⁾⁽²⁾	03/07/2024		S		7,815	D	$8.4392	853,129	I	By Managed Account of Starboard Value LP⁽⁵⁾
Class A Common Stock, $0.001 par value⁽¹⁾⁽²⁾	03/07/2024		S		2,817	D	$8.4392	292,369	I	By Starboard Value and Opportunity C LP⁽⁶⁾
Class A Common Stock, $0.001 par value⁽¹⁾⁽²⁾	03/07/2024		S		2,540	D	$8.4392	274,055	I	By Starboard Value and Opportunity Master Fund L LP⁽⁷⁾
Class A Common Stock, $0.001 par value⁽¹⁾⁽²⁾	03/07/2024		S		5,989	D	$8.4392	482,344	I	By Starboard X Master Fund Ltd⁽⁸⁾
Class A Common Stock, $0.001 par value⁽¹⁾⁽²⁾	03/08/2024		S		39,427	D	$8.5813	2,650,713	I	By Starboard Value and Opportunity Master Fund Ltd⁽³⁾
Class A Common Stock, $0.001 par value⁽¹⁾⁽²⁾	03/08/2024		S		7,281	D	$8.5813	494,792	I	By Starboard Value and Opportunity S LLC⁽⁴⁾
Class A Common Stock, $0.001 par value⁽¹⁾⁽²⁾	03/08/2024		S		11,837	D	$8.5813	841,292	I	By Managed Account of Starboard Value LP⁽⁵⁾
Class A Common Stock, $0.001 par value⁽¹⁾⁽²⁾	03/08/2024		S		4,266	D	$8.5813	288,103	I	By Starboard Value and Opportunity C LP⁽⁶⁾
Class A Common Stock, $0.001 par value⁽¹⁾⁽²⁾	03/08/2024		S		3,848	D	$8.5813	270,207	I	By Starboard Value and Opportunity Master Fund L LP⁽⁷⁾
Class A Common Stock, $0.001 par value⁽¹⁾⁽²⁾	03/08/2024		S		9,070	D	$8.5813	473,274	I	By Starboard X Master Fund Ltd⁽⁸⁾

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)
Cash-Settled Total Return Swap	⁽¹⁰⁾							⁽⁹⁾	06/03/2024	Class A Common Stock, $0.001 par value	912,457		912,457	I	By Starboard Value and Opportunity Master Fund Ltd⁽³⁾
Cash-Settled Total Return Swap	⁽¹⁰⁾							⁽⁹⁾	06/03/2024	Class A Common Stock, $0.001 par value	163,262		163,262	I	By Starboard Value and Opportunity S LLC⁽⁴⁾
Cash-Settled Total Return Swap	⁽¹⁰⁾							⁽⁹⁾	06/03/2024	Class A Common Stock, $0.001 par value	228,473		228,473	I	By Managed Account of Starboard Value LP⁽⁵⁾
Cash-Settled Total Return Swap	⁽¹⁰⁾							⁽⁹⁾	06/03/2024	Class A Common Stock, $0.001 par value	97,444		97,444	I	By Starboard Value and Opportunity C LP⁽⁶⁾
Cash-Settled Total Return Swap	⁽¹⁰⁾							⁽⁹⁾	06/03/2024	Class A Common Stock, $0.001 par value	77,553		77,553	I	By Starboard Value and Opportunity Master Fund L LP⁽⁷⁾
Cash-Settled Total Return Swap	⁽¹⁰⁾							⁽⁹⁾	06/03/2024	Class A Common Stock, $0.001 par value	346,430		346,430	I	By Starboard X Master Fund Ltd⁽⁸⁾

1. Name and Address of Reporting Person^*

Starboard Principal Co LP

(Last)

(First)

(Middle)

777 THIRD AVENUE, 18TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		See Footnote 2

1. Name and Address of Reporting Person^*

Starboard Principal Co GP LLC

(Last)

(First)

(Middle)

777 THIRD AVENUE, 18TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		See Footnote 2

1. Name and Address of Reporting Person^*

Smith Jeffrey C

(Last)

(First)

(Middle)

201 E LAS OLAS BOULEVARD, SUITE 1000

(Street)

FORT LAUDERDALE

33301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		See Footnote 2

Explanation of Responses:

1. 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").

2. 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.

3. 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.

4. 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.

5. 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.

6. 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.

7. 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.

8. 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.

9. 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.

10. 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	03/08/2024
	Starboard Value & Opportunity Master Fund Ltd, By: /s/ Jeffrey C. Smith, Authorized Signatory	03/08/2024
	Starboard Value & Opportunity S LLC, By: /s/ Jeffrey C. Smith, Authorized Signatory	03/08/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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