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 *
SCFF MANAGEMENT LLC
  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)
3000 SAND HILL ROAD, BLDG 4, SUITE 250
3. Date of Earliest Transaction (Month/Day/Year)
12/08/2011
(Street)

MENLO PARK, CA 94025
4. If Amendment, Date Original Filed(Month/Day/Year)
12/12/2011
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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 12/08/2011   C   2,488,099 A $ 0 2,488,099 I By Sequoia Capital Franchise Fund, L.P (1)

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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

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
SCFF MANAGEMENT LLC
3000 SAND HILL ROAD
BLDG 4, SUITE 250
MENLO PARK, CA 94025
    X    
SEQUOIA CAPITAL FRANCHISE FUND LP
3000 SAND HILL ROAD
BLDG 4, SUITE 250
MENLO PARK, CA 94025
    X    
SEQUOIA CAPITAL FRANCHISE PARTNERS LP
3000 SAND HILL ROAD
BLDG 4, SUITE 250
MENLO PARK, CA 94025
    X    
SCGF GENPAR LTD
3000 SAND HILL ROAD
BLDG 4, SUITE 250
MENLO PARK, CA 94025
    X    
SCGF IV MANAGEMENT LP
3000 SAND HILL ROAD
BLDG 4, SUITE 250
MENLO PARK, CA 94025
    X    
SEQUOIA CAPITAL US GROWTH FUND IV LP
3000 SAND HILL ROAD
BLDG 4, SUITE 250
MENLO PARK, CA 94025
    X    
SEQUOIA CAPITAL USGF PRINCIPALS FUND IV LP
3000 SAND HILL ROAD
BLDG 4, SUITE 250
MENLO PARK, CA 94025
    X    

Signatures

 /s/ Melinda Dunn, as attorney-in-fact for Douglas Leone, the managing member of SCFF Management, LLC   01/25/2012
**Signature of Reporting Person Date

 /s/ Melinda Dunn, as attorney-in-fact for Douglas Leone, a managing member of SCFF Management, LLC, which is the general partner of Sequoia Capital Franchise Fund, L.P.   01/25/2012
**Signature of Reporting Person Date

 /s/ Melinda Dunn, as attorney-in-fact for Douglas Leone, a managing member of SCFF Management, LLC, which is the general partner of Sequoia Capital Franchise Partners, L.P.   01/25/2012
**Signature of Reporting Person Date

 /s/ Melinda Dunn, as attorney-in-fact for Douglas Leone, a managing director of SCGF GenPar Ltd.   01/25/2012
**Signature of Reporting Person Date

 /s/ Melinda Dunn, as attorney-in-fact for Douglas Leone, a managing member of SCGF GenPar Ltd., which is the general partner of SCGF IV Management, L.P.   01/25/2012
**Signature of Reporting Person Date

 /s/ Melinda Dunn, as attorney-in-fact for Douglas Leone, a managing director of SCGF GenPar Ltd., which is the general partner of SCGF IV Management, L.P., which is the general partner of Sequoia Capital U.S. Growth Fund IV, L.P.   01/25/2012
**Signature of Reporting Person Date

 /s/ Melinda Dunn, as attorney-in-fact for Douglas Leone, a managing director of SCGF GenPar Ltd., which is the general partner of SCGF IV Management, L.P., which is the general partner of Sequoia Capital USGF Principals Fund IV, L.P.   01/25/2012
**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) This amendment is filed solely to remove the checkmark from the box stating that the reporting persons are no longer subject to Section 16. The information included in Table I is taken from the first line of the information previously reported in the Form 4 filed on December 12, 2011, which information remains unchanged, and is included in this amendment solely to gain access to the SEC's EDGAR filing system, which requires that a Form 4 filing include at least one transaction in Table I or Table II. Other than the removal of the checkmark from the box indicating whether the reporting persons are no longer subject to Section 16, there are no changes to the information previously reported on the Form 4 filed on December 12, 2011.

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