Sec Form 4 Filing - HENRY DANIEL R @ GREEN DOT CORP - 2020-03-25

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 HENRY DANIEL R 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 X __ Officer (give title below) _____ Other (specify below) CEO and President (Last) (First) (Middle) 3465 EAST FOOTHILL BOULEVARD 3. Date of Earliest Transaction (MM/DD/YY) 03/25/2020 (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 03/25/2020 A 41,963 ( 1 ) A $ 0 41,963 D

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) $ 23.83 03/25/2020 A 1,000,000 ( 2 ) 03/25/2027 Class A Common Stock 1,000,000 $ 0 1,000,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HENRY DANIEL R 3465 EAST FOOTHILL BOULEVARD PASADENA, CA91107 X CEO and President Signatures /s/ Lina Davidian as attorney-in-fact for Daniel Henry 03/27/2020 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 1/3 of the shares on each of March 25, 2021, March 25, 2022, and March 25, 2023, subject to the reporting person's provision of service to the issuer on each vesting date. ( 2 )The options are eligible to be exercised, if at all, as to one-third of the underlying shares if the average daily closing price of issuer's common stock on the New York Stock Exchange during any 20 consecutive calendar day period prior to March 25, 2025 (each, a "Measurement Period") exceeds a threshold price per share (the "Threshold Price"), and as to additional installments equal to one-third of the underlying shares if during a subsequent Measurement Period, the price per share is $10 and $20 higher than the Threshold Price (each, a "Hurdle"). If a Hurdle for an installment is achieved, the shares subject to the installment shall vest on the first anniversary of the date of grant with respect to 33% of the shares and the remaining 66% of the shares shall vest in 24 equal installments at the end of each calendar month occurring thereafter, subject to the reporting person's continuous service as CEO or service provider on each such 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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