Sec Form 3 Filing - Starboard Value LP @ GREEN DOT CORP - 2022-11-09

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Starboard Value LP
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) X __ Other (specify below)
See Footnote 2
(Last) (First) (Middle)
777 THIRD AVENUE, 18TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
11/09/2022
(Street)
NEW YORK, NY10017
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Class A Common Stock, $0.001 par value( 1 )( 2 )( 3 ) 2,794,265 I By Starboard Value and Opportunity Master Fund Ltd( 4 )
Class A Common Stock, $0.001 par value( 1 )( 2 )( 3 ) 521,304 I By Starboard Value and Opportunity S LLC( 5 )
Class A Common Stock, $0.001 par value( 1 )( 2 )( 3 ) 884,390 I By Managed Account of Starboard Value LP( 6 )
Class A Common Stock, $0.001 par value( 1 )( 2 )( 3 ) 303,636 I By Starboard Value and Opportunity C LP( 7 )
Class A Common Stock, $0.001 par value( 1 )( 2 )( 3 ) 284,217 I By Starboard Value and Opportunity Master Fund L LP( 8 )
Class A Common Stock, $0.001 par value( 1 )( 2 )( 3 ) 506,298 I By Starboard X Master Fund Ltd( 9 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Cash-Settled Total Return Swap ( 11 ) ( 10 ) 06/03/2024 Class A Common Stock, $0.001 par value 912,457 I By Starboard Value and Opportunity Master Fund Ltd( 4 )
Cash-Settled Total Return Swap ( 11 ) ( 10 ) 06/03/2024 Class A Common Stock, $0.001 par value 163,262 I By Starboard Value and Opportunity S LLC( 5 )
Cash-Settled Total Return Swap ( 11 ) ( 10 ) 06/03/2024 Class A Common Stock, $0.001 par value 228,473 I By Managed Account of Starboard Value LP( 6 )
Cash-Settled Total Return Swap ( 11 ) ( 10 ) 06/03/2024 Class A Common Stock, $0.001 par value 97,444 I By Starboard Value and Opportunity C LP( 7 )
Cash-Settled Total Return Swap ( 11 ) ( 10 ) 06/03/2024 Class A Common Stock, $0.001 par value 77,553 I By Starboard Value and Opportunity Master Fund L LP( 8 )
Cash-Settled Total Return Swap ( 11 ) ( 10 ) 06/03/2024 Class A Common Stock, $0.001 par value 346,430 I By Starboard X Master Fund Ltd( 9 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Starboard Value LP
777 THIRD AVENUE, 18TH FLOOR
NEW YORK, NY10017
X See Footnote 2
STARBOARD VALUE & OPPORTUNITY MASTER FUND LTD
777 THIRD AVENUE, 18TH FLOOR
NEW YORK, NY10017
See Footnote 2
STARBOARD VALUE & OPPORTUNITY S LLC
777 THIRD AVENUE, 18TH FLOOR
NEW YORK, NY10017
See Footnote 2
Starboard Value & Opportunity C LP
777 THIRD AVENUE, 18TH FLOOR
NEW YORK, NY10017
See Footnote 2
Starboard Value & Opportunity Master Fund L LP
777 THIRD AVENUE, 18TH FLOOR
NEW YORK, NY10017
See Footnote 2
Starboard X Master Fund Ltd
777 THIRD AVENUE, 18TH FLOOR
NEW YORK, NY10017
See Footnote 2
Starboard Value R LP
777 THIRD AVENUE, 18TH FLOOR
NEW YORK, NY10017
See Footnote 2
Starboard Value L LP
777 THIRD AVENUE, 18TH FLOOR
NEW YORK, NY10017
See Footnote 2
Starboard Value GP LLC
777 THIRD AVENUE, 18TH FLOOR
NEW YORK, NY10017
X See Footnote 2
Starboard Value R GP LLC
777 THIRD AVENUE, 18TH FLOOR
NEW YORK, NY10017
See Footnote 2
Signatures
Starboard Value LP, By: /s/ Jeffrey C. Smith, Authorized Signatory 11/18/2022
Signature of Reporting Person Date
Starboard Value & Opportunity Master Fund Ltd, By: /s/ Jeffrey C. Smith, Authorized Signatory 11/18/2022
Signature of Reporting Person Date
Starboard Value & Opportunity S LLC, By: /s/ Jeffrey C. Smith, Authorized Signatory 11/18/2022
Signature of Reporting Person Date
Starboard Value and Opportunity C LP, By: /s/ Jeffrey C. Smith, Authorized Signatory 11/18/2022
Signature of Reporting Person Date
Starboard Value and Opportunity Master Fund L LP, By: /s/ Jeffrey C. Smith, Authorized Signatory 11/18/2022
Signature of Reporting Person Date
Starboard X Master Fund Ltd, By: /s/ Jeffrey C. Smith, Authorized Signatory 11/18/2022
Signature of Reporting Person Date
Starboard Value R LP, By: /s/ Jeffrey C. Smith, Authorized Signatory 11/18/2022
Signature of Reporting Person Date
Starboard Value L LP, By: /s/ Jeffrey C. Smith, Authorized Signatory 11/18/2022
Signature of Reporting Person Date
Starboard Value GP LLC, By: /s/ Jeffrey C. Smith, Authorized Signatory 11/18/2022
Signature of Reporting Person Date
Starboard Value R GP LLC, By: /s/ Jeffrey C. Smith, Authorized Signatory 11/18/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This Form 3 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") and Jeffrey C. Smith (collectively, the "Reporting Persons").
( 2 )This Form 3 is being filed solely due to a decrease in the number of the Issuer's outstanding shares of Class A Common Stock and not as a result of any acquisition by the Reporting Persons.
( 3 )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 first 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 owns more than 10% of the Issuer's outstanding shares of 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.
( 4 )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 Mr. Smith, as a member of Principal GP and as a member 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.
( 5 )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 Mr. Smith, as a member of Principal GP and as a member 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.
( 6 )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 Mr. Smith, as a member of Principal GP and as a member 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.
( 7 )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 Mr. Smith, as a member of Principal GP and as a member 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.
( 8 )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 Mr. Smith, as a member of Principal GP and as a member 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.
( 9 )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 Mr. Smith, as a member of Principal GP and as a member 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.
( 10 )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.
( 11 )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.

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