Sec Form 4 Filing - Keatley John L @ GREEN DOT CORP - 2013-07-03

Insider filing report for Changes in Beneficial Ownership
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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
Keatley John L
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
X __ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
(Last) (First) (Middle)
3465 EAST FOOTHILL BOULEVARD
3. Date of Earliest Transaction (MM/DD/YY)
07/03/2013
(Street)
PASADENA, CA91107
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 07/03/2013 C 8,750 A $ 0 72,143 D
Class A Common Stock 07/03/2013 S( 1 ) 8,750 D $ 18.83 ( 2 ) 63,393 D
Class A Common Stock 07/05/2013 C 8,750 A $ 0 72,143 D
Class A Common Stock 07/05/2013 S( 1 ) 8,750 D $ 19.23 ( 3 ) 63,393 D
Class A Common Stock 6,600 I By minor children
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 B Common Stock) ( 4 ) $ 10.75 07/03/2013 M 8,750 12/11/2012 12/11/2018 Class B Common Stock ( 4 ) 8,750 $ 0 154,576 D
Class B Common Stock ( 4 ) ( 4 ) 07/03/2013 M 8,750 ( 4 ) ( 4 ) Class A Common Stock 8,750 $ 0 43,288 D
Class B Common Stock ( 4 ) ( 4 ) 07/03/2013 C 8,750 ( 4 ) ( 4 ) Class A Common Stock ( 5 ) 8,750 $ 0 34,538 D
Stock Option (right to buy Class B Common Stock) ( 4 ) $ 10.75 07/05/2013 M 8,750 12/11/2012 12/11/2018 Class B Common Stock 8,750 $ 0 145,826 D
Class B Common Stock ( 4 ) ( 4 ) 07/05/2013 M 8,750 ( 4 ) ( 4 ) Class A Common Stock 8,750 $ 0 43,288 D
Class B Common Stock ( 4 ) ( 4 ) 07/05/2013 C 8,750 ( 4 ) ( 4 ) Class A Common Stock ( 5 ) 8,750 $ 0 34,538 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Keatley John L
3465 EAST FOOTHILL BOULEVARD
PASADENA, CA91107
Chief Financial Officer
Signatures
/s/ Lina Davidian as attorney-in-fact for John L. Keatley 07/08/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 31, 2013.
( 2 )The price in column 4 is a weighted average price. The actual sale prices for these transactions ranged from $18.57 to $19.12. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, complete information regarding the number of shares sold at each separate price within the range.
( 3 )The price in column 4 is a weighted average price. The actual sale prices for these transactions ranged from $18.91 to $19.41. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, complete information regarding the number of shares sold at each separate price within the range.
( 4 )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.
( 5 )The holder elected to convert the shares of Class B Common Stock into Class A Common Stock, which Class A Common Stock has no exercisable date or expiration 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).
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