Sec Form 4 Filing - Hanna Virginia L @ GREEN DOT CORP - 2013-05-22

FORM 4 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 Hanna Virginia L 2. Issuer Name and Ticker or Trading Symbol GREEN DOT CORP [ GDOT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 8105 IRVINE CENTER DRIVE, SUITE 1170 3. Date of Earliest Transaction (MM/DD/YY) 05/22/2013 (Street) IRVINE, CA92618 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 05/22/2013 A 1,644 ( 1 ) A $ 0 3,866 D Class A Common Stock 0 I By David W. Hanna, Trustee, David William Hanna Trust dated October 30, 1989 Class A Common Stock 0 I By Tim J. Morgan, Trustee of David W. Hanna Children's Trust dated 6/5/08 Class A Common Stock 0 I By Virginia L. Hanna Trust dated August 16, 2001

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 Stock option (right to buy Class A Common Stock) $ 18.24 05/22/2013 A 10,025 ( 2 ) 05/22/2023 Class A Common Stock 10,025 $ 0 10,025 D Class B Common Stock ( 3 ) $ 0 ( 3 ) ( 3 ) Class A Common Stock 344,288 344,288 ( 4 ) I By David W. Hanna, Trustee, David William Hanna Trust dated October 30, 1989 Class B Common Stock ( 3 ) $ 0 ( 3 ) ( 3 ) Class A Common Stock 3,383 3,383 ( 5 ) I By Tim J. Morgan, Trustee of David W. Hanna Children's Trust dated 6/5/08 Class B Common Stock ( 3 ) $ 0 ( 3 ) ( 3 ) Class A Common Stock 31,981 31,981 I By Virginia L. Hanna Trust dated August 16, 2001

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Hanna Virginia L 8105 IRVINE CENTER DRIVE, SUITE 1170 IRVINE, CA92618 X Signatures /s/ Lina Davidian as attorney-in-fact for Virginia L. Hanna 05/24/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares of Class A Common Stock underlying a restricted stock unit award that will vest as to all underlying shares on the date of the 2014 annual stockholders meeting. ( 2 )The option will be fully vested and immediately exercisable on the date of the 2014 annual stockholders meeting. ( 3 )The Class B Common Stock is convertible at the holder's option into the issuer's Class A Common Stock on a 1-for-1 basis and has no expiration date. ( 4 )The trustee of the trust is the husband of the reporting person. The reporting person disclaims beneficial ownership of these securities except to the extent of the reporting person's economic interest therein, and the inclusion of the securities in this report shall not be deemed an admission of beneficial ownership of any of the reported securities for purposes of Section 16 or for any other purposes. ( 5 )The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

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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