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 *
Ricci John C
   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)
General Counsel and Secretary
(Last)
(First)
(Middle)
3465 EAST FOOTHILL BOULEVARD		 3. Date of Earliest Transaction (Month/Day/Year)
08/28/2013
(Street)

PASADENA, CA 91107		 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)
Code V Amount (A) or (D) Price
Class A Common Stock 08/28/2013   C   9,700 A $ 0 9,700 D  
Class A Common Stock 08/28/2013   C   4,460 A $ 0 4,460 (1) I By minor children

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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy Class B Common Stock) (2) $ 1.41 08/28/2013   C     129,300 (3) 01/19/2010 01/19/2016 Class B Common Stock (2) 129,300 $ 0 0 D  
Stock Option (right to buy Class A Common Stock) $ 1.41 08/28/2013   C   129,300 (3)   01/19/2010 01/19/2016 Class A Common Stock 129,300 $ 0 129,300 D  
Stock Option (right to buy Class B Common Stock) (2) $ 4.64 08/28/2013   C     49,914 (3) 08/31/2011 02/15/2018 Class B Common Stock (2) 49,914 $ 0 0 D  
Stock Option (right to buy Class A Common Stock) $ 4.64 08/28/2013   C   49,914 (3)   08/31/2011 02/15/2018 Class A Common Stock 49,914 $ 0 49,914 D  
Stock Option (right to buy Class B Common Stock) (2) $ 10.75 08/28/2013   C     30,000 (3) 12/11/2012 12/11/2018 Class B Common Stock (2) 30,000 $ 0 0 D  
Stock Option (right to buy Class A Common Stock) $ 10.75 08/28/2013   C   30,000 (3)   12/11/2012 12/11/2018 Class A Common Stock 30,000 $ 0 30,000 D  
Stock Option (right to buy Class B Common Stock) (2) $ 20.01 08/28/2013   C     100,000 (3)   (4) 11/12/2019 Class B Common Stock (2) 100,000 $ 0 0 D  
Stock Option (right to buy Class A Common Stock) $ 20.01 08/28/2013   C   100,000 (3)     (4) 11/12/2019 Class A Common Stock 100,000 $ 0 100,000 D  
Class B Common Stock (2) $ 0 08/28/2013   C     9,700 (5)   (2)   (2) Class A Common Stock 9,700 $ 0 0 D  
Class B Common Stock (2) $ 0 08/28/2013   C     4,460 (5)   (2)   (2) Class A Common Stock 4,460 $ 0 0 I By minor children

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Ricci John C
3465 EAST FOOTHILL BOULEVARD
PASADENA, CA 91107		       General Counsel and Secretary  

Signatures

 /s/ Lina Davidian as attorney-in-fact for John C. Ricci   08/30/2013
**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 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.
(2) 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.
(3) Shares underlying the option converted from Class B Common Stock into Class A Common Stock on a one-for-one basis in accordance with terms for the automatic conversion of all outstanding shares of Class B Common Stock into shares of Class A Common Stock under Article V of the issuer's Certificate of Incorporation.
(4) Options vest as to 1/4 of the shares on November 12, 2010 and then 1/48th monthly thereafter, subject to the reporting person's provision of services to the issuer on each vesting date.
(5) The Class B Common Stock converted into shares of Class A Common Stock on a one-for-one basis in accordance with terms for the automatic conversion of all outstanding shares of Class B Common Stock into shares of Class A Common Stock under Article V of the issuer's Certificate of Incorporation.

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