Starboard Principal Co LP - Nov 9, 2022 Form 3 Insider Report for GREEN DOT CORP (GDOT)

Role: Other*, 10%+ Owner
Signature: Starboard Principal Co LP, By: /s/ Jeffrey C. Smith, Authorized Signatory
Stock symbol: GDOT
Transactions as of: Nov 9, 2022
Transactions value $: $0
Form type: 3
Date filed: 11/18/2022, 03:34 PM
Previous filing: Nov 8, 2022
Next filing: Mar 3, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	GDOT	Class A Common Stock, $0.001 par value						2.79M	Nov 9, 2022	By Starboard Value and Opportunity Master Fund Ltd	F1, F2, F3, F4
holding	GDOT	Class A Common Stock, $0.001 par value						521K	Nov 9, 2022	By Starboard Value and Opportunity S LLC	F1, F2, F3, F5
holding	GDOT	Class A Common Stock, $0.001 par value						884K	Nov 9, 2022	By Managed Account of Starboard Value LP	F1, F2, F3, F6
holding	GDOT	Class A Common Stock, $0.001 par value						304K	Nov 9, 2022	By Starboard Value and Opportunity C LP	F1, F2, F3, F7
holding	GDOT	Class A Common Stock, $0.001 par value						284K	Nov 9, 2022	By Starboard Value and Opportunity Master Fund L LP	F1, F2, F3, F8
holding	GDOT	Class A Common Stock, $0.001 par value						506K	Nov 9, 2022	By Starboard X Master Fund Ltd	F1, F2, F3, F9

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							Nov 9, 2022	Class A Common Stock, $0.001 par value	912K		By Starboard Value and Opportunity Master Fund Ltd	F4, F10, F11
holding	GDOT	Cash-Settled Total Return Swap							Nov 9, 2022	Class A Common Stock, $0.001 par value	163K		By Starboard Value and Opportunity S LLC	F5, F10, F11
holding	GDOT	Cash-Settled Total Return Swap							Nov 9, 2022	Class A Common Stock, $0.001 par value	228K		By Managed Account of Starboard Value LP	F6, F10, F11
holding	GDOT	Cash-Settled Total Return Swap							Nov 9, 2022	Class A Common Stock, $0.001 par value	97.4K		By Starboard Value and Opportunity C LP	F7, F10, F11
holding	GDOT	Cash-Settled Total Return Swap							Nov 9, 2022	Class A Common Stock, $0.001 par value	77.6K		By Starboard Value and Opportunity Master Fund L LP	F8, F10, F11
holding	GDOT	Cash-Settled Total Return Swap							Nov 9, 2022	Class A Common Stock, $0.001 par value	346K		By Starboard X Master Fund Ltd	F9, F10, F11

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

Explanation of Responses:

Id	Content
F1	This Form 3 is filed jointly by Starboard Value and Opportunity Master Fund Ltd ("Starboard V&O Fund"), Starboard Value and Opportunity S LLC ("Starboard S LLC"), Starboard Value and Opportunity C LP ("Starboard C LP"), Starboard Value and Opportunity Master Fund L LP ("Starboard L Master"), Starboard X Master Fund Ltd ("Starboard X Master"), Starboard Value R LP ("Starboard R LP"), Starboard Value L LP ("Starboard L LP"), Starboard Value LP ("Starboard Value LP"), Starboard Value GP LLC ("Starboard Value GP"), Starboard Value R GP LLC ("Starboard R GP"), Starboard Principal Co LP ("Principal Co"), Starboard Principal Co GP LLC ("Principal GP") and Jeffrey C. Smith (collectively, the "Reporting Persons").
F2	This Form 3 is being filed solely due to a decrease in the number of the Issuer's outstanding shares of Class A Common Stock and not as a result of any acquisition by the Reporting Persons.
F3	To enable all of the Reporting Persons to gain access to the Securities and Exchange Commission's electronic filing system (which only accepts a maximum of 10 joint filers per report), this report is the second of two identical reports relating to the same transactions being filed with the Securities and Exchange Commission. Each Reporting Person may be deemed to be a member of a Section 13(d) group that owns more than 10% of the Issuer's outstanding shares of Class A Common Stock. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
F4	Securities beneficially owned by Starboard V&O Fund. Starboard Value LP, as the investment manager of Starboard V&O Fund, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard V&O Fund. Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co, and Mr. Smith, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard V&O Fund.
F5	Securities beneficially owned by Starboard S LLC. Starboard Value LP, as the manager of Starboard S LLC, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard S LLC. Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co, and Mr. Smith, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard S LLC.
F6	Securities held in a certain account managed by Starboard Value LP (the "Starboard Value LP Account"). Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co, and Mr. Smith, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard Value LP and held by the Starboard Value LP Account.
F7	Securities beneficially owned by Starboard C LP. Each of Starboard R LP, as the general partner of Starboard C LP, and Starboard R GP, as the general partner of Starboard R LP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard C LP. Starboard Value LP, as the investment manager of Starboard C LP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard C LP. Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co, and Mr. Smith, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard C LP.
F8	Securities beneficially owned by Starboard L Master. Each of Starboard L LP, as the general partner of Starboard L Master, Starboard R LP, as the general partner of Starboard L LP, and Starboard R GP, as the general partner of Starboard R LP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard L LP. Starboard Value LP, as the investment manager of Starboard L Master, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard L Master. Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co, and Mr. Smith, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard L Master.
F9	Securities beneficially owned by Starboard X Master. Starboard Value LP, as the investment manager of Starboard X Master, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard X Master. Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co, and Mr. Smith, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the securities beneficially owned by Starboard X Master.
F10	Certain of the Reporting Persons have entered into cash-settled total return swap agreements (the "Swaps") with an unaffiliated third party financial institution, which provide these Reporting Persons with economic exposure to an aggregate of 1,825,619 notional shares. The Swaps provide these Reporting Persons with economic results that are comparable to the economic results of ownership but do not provide these Reporting Persons 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 Reporting Persons do not have the right to convert the Swaps into shares of Class A Common Stock at any time. The Reporting Persons expressly disclaim beneficial ownership of the Subject Shares except to the extent of his or its pecuniary interest therein.
F11	The Swaps referenced herein provide for various execution prices ranging from $33.9596 to $47.3933. The Reporting Persons undertake 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.