SecProbe.io

UNITED STATES
SECURITIES  AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE

November 15, 2010

Via U.S. Mail and Facsimile

John C. Ricci
General Counsel Green Dot Corporation 605 East Huntington Drive, Suite 205 Monrovia, CA 91016
Re: Green Dot Corporation
  Registration Statement on Form S-1
Filed November 8, 2010
  File No. 333-170467

Dear Mr. Ricci:
 We have limited our review of your registra tion statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  Where you do not beli eve our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.

Form S-1 filed November 8, 2010

 General

1. Prior to requesting effectiveness of the regi stration statement, please provide the staff
with a letter from FINRA indicating whether FINRA objects to the underwriters’ compensation.
2. Please file missing exhibits with your next am endment or tell us when the exhibits will be
filed.  Note that we may have comm ents after reviewing these documents.

John C. Ricci
Green Dot Corporation November 15, 2010 Page 2  Prospectus Cover Page

3. Please revise to disclose the number of shares  being offered in the public offering.  This
information must be disclosed prior to first us ing the prospectus.  Revise the remainder of
the prospectus accordingly.  Refer to  Item 501(b)(2) of Regulation S-K.
 Principal and Selling Stockholders, page 122

4. Please revise to include all of the missing in formation in the selli ng stockholder table on
page 123 prior to first using the prospectus.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

• the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

• the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.  Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

John C. Ricci
Green Dot Corporation November 15, 2010 Page 3
Please contact Matt McNair, A ttorney-Adviser, at (202) 551 -3583 or me at (202) 551-
3434 with any questions.
Sincerely,

Michael R. Clampitt Senior Counsel
 cc: Laird H. Simons III, Esq.  William L. Hughes, Esq.  James D. Evans, Esq.
      Fenwick & West LLP