Peter A. Feld - May 19, 2022 Form 4 Insider Report for GREEN DOT CORP (GDOT)

Role: Director
Signature: /s/ Peter A. Feld
Stock symbol: GDOT
Transactions as of: May 19, 2022
Transactions value $: $0
Form type: 4
Date filed: 6/1/2022, 07:43 PM
Previous filing: Mar 21, 2022
Next filing: Jun 15, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	GDOT	Class A Common Stock, $0.001 par value	Award	$0	+4.22K		$0.00	4.22K	May 19, 2022	Direct	F1
holding	GDOT	Class A Common Stock, $0.001 par value						5.29M	May 19, 2022	By Starboard Value LP	F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	GDOT	Cash-Settled Total Return Swap						1.83M	May 19, 2022	Class A Common Stock, $0.001 par value	1.83M		By Starboard Value LP	F2, F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents shares of Class A Common Stock underlying a restricted stock unit award that will vest as to all underlying shares on the earlier of (i) the first anniversary of the date of grant or (ii) the date of the 2023 annual stockholders meeting.
F2	Starboard Value LP ("Starboard") serves as the investment manager or manager of certain managed accounts and private investment funds (collectively, the "Starboard Accounts"), which hold the securities reported herein and as such may be deemed to beneficially own such securities. The Reporting Person, as a Managing Member of Starboard, may be deemed to beneficially own the securities directly held by the Starboard Accounts for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. The Reporting Person expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
F3	The Starboard Accounts have entered into cash-settled total return swap agreements (the "Swaps") with an unaffiliated third party financial institution, which provide the Starboard Accounts with economic exposure to an aggregate of 1,825,619 notional shares. The Swaps provide the Starboard Accounts with economic results that are comparable to the economic results of ownership but do not provide the Starboard Accounts with the power to vote or direct the voting or dispose of or direct the disposition of the shares of Class A Common Stock that are the subject of the Swaps (the "Subject Shares"). The Starboard Accounts do not have the right to convert the Swaps into shares of Class A Common Stock at any time. The Reporting Person expressly disclaims beneficial ownership of the Subject Shares except to the extent of his pecuniary interest therein.
F4	The Swaps referenced herein provide for various execution prices ranging from $33.9596 to $48.3933. The Reporting Person undertakes to provide to the staff of the Securities and Exchange Commission or any security holder of the issuer, upon request, full information regarding the execution prices of the Swaps at each separate price within the range.