Edgar Filing: GREEN DOT CORP

Ownership Submission

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 OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

HANNA DAVID W

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)	_____ Other (specify below)

(Last)

(First)

(Middle)

8105 IRVINE CENTER DRIVE, SUITE 1170

3. Date of Earliest Transaction (Month/Day/Year)
12/13/2010

(Street)

IRVINE, CA 92618

4. If Amendment, Date Original Filed(Month/Day/Year)

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 (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	12/13/2010		C		727,150	A	$ 0	727,150 ⁽¹⁾	I	By David W. Hanna, Trustee of the David William Hanna Trust dated October 30. 1989
Class A Common Stock	12/13/2010		S		727,150	D	$ 58.56	0	I	By David W. Hanna, Trustee of the David William Hanna Trust dated October 30. 1989
Class A Common Stock	12/13/2010		C		33,769	A	$ 0	33,769 ⁽²⁾	I	By Tim J. Morgan, Trustee of David W. Hanna Children's Trust dated 6/5/08
Class A Common Stock	12/13/2010		S		33,769	D	$ 58.56	0	I	By Tim J. Morgan, Trustee of David W. Hanna Children's Trust dated 6/5/08
Class A Common Stock	12/13/2010		C		36,219	A	$ 0	36,219 ⁽²⁾	I	By Virginia L. Hanna Trust dated August 16, 2001
Class A Common Stock	12/13/2010		S		36,219	D	$ 58.56	0	I	By Virginia L. Hanna Trust dated August 16, 2001

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Class B Common Stock ⁽³⁾

$ 0

12/13/2010

727,150

⁽³⁾

Class A Common Stock ⁽⁴⁾

727,150

$ 0

344,288 ⁽¹⁾ ⁽⁵⁾

By David W. Hanna, Trustee of the David William Hanna Trust dated October 30. 1989

Class B Common Stock ⁽³⁾

$ 0

12/13/2010

33,769

⁽³⁾

Class A Common Stock ⁽⁴⁾

33,769

$ 0

3,383 ⁽²⁾ ⁽⁶⁾

By Tim J. Morgan, Trustee of David W. Hanna Children's Trust dated 6/5/08

Class B Common Stock ⁽³⁾

$ 0

12/13/2010

36,219

⁽³⁾

Class A Common Stock ⁽⁴⁾

36,219

$ 0

31,981 ⁽²⁾

By Virginia L. Hanna Trust dated August 16, 2001

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
HANNA DAVID W 8105 IRVINE CENTER DRIVE, SUITE 1170 IRVINE, CA 92618		X

Signatures

/s/ Lina Davidian as attorney-in-fact for David W. Hanna		12/14/2010
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The reporting person is the trustee of the trust.
(2)	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.
(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 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.
(5)	On September 10, 2010, Tim J. Morgan, Trustee of Hanna Annuity Trust dated 6/5/2008 (the "Annuity Trust"), distributed all shares of Class B Common Stock held by the Annuity Trust, of which 41,483 shares were distributed to David W. Hanna, Trustee David William Hanna Trust dated October 30, 1989.
(6)	On September 10, 2010, Tim J. Morgan, Trustee of Hanna Annuity Trust dated 6/5/2008 (the "Annuity Trust"), distributed all shares of Class B Common Stock held by the Annuity Trust, of which 37,152 shares were distributed to Tim J. Morgan, Trustee of David W. Hanna Children's Trust dated 6/5/2008, of which 33,769 of such shares were sold on December 13, 2010.

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