SecProbe.io

April 19, 201 3

Via E-mail
William L. Hughes , Esq.
Fenwick & West LLP
555 California Street, 12th Floor
San Francisco , California 94104

Re: Green Dot Corporation
Schedul e TO-I
Filed April 10 , 201 3
File No.  005-85599

Dear Mr. Hughes :

We have reviewed the above  filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand the
disclosure.

Please respond to t his letter by amending the filing, by providing the requested
information, or by advising us when you will provide the requested response.  If you do not
believe our comments apply to the facts and circumstances or do not believe an amendment is
appropriat e, please  tell us why in your response.

After reviewing any amendment s to the filing and the information you provide in
response to these comments, we may have additional comments.   All defined terms used here
have the same meaning as in the Exchange Offer.

Exchange Offer

General

1. We note that eligible participants must tender and withdraw their options through the
Offer Website, unless it is experiencing technical difficulties , in which case the
submission of paper election and withdrawal forms is permitted.  Tell us in your response
letter why restricting the means of tendering and wit hdrawing is acceptable.

2. In your response letter, tell us how the Company disseminated the Offer to Exchange.   If
the Company disseminated via e -mail only, explain why this satisfies the Company’s
dissemination obligations under Exchange Act Rule 13e -4(e), taking into account the

William L. Hughes , Esq.
Fenwick & West LLP
April 19, 201 3
Page 2
 identities of the holders of Eligible Options and the manner i n which they typically
receive C ompany communications .  In particular, we note the disclosure describing the
Company’s offer to provide computer and Internet access at its office locations to any
eligible participant that does not have Internet access.  This would appear to sug gest the
possibility that some holders of Eligible Options are employees who do not routinely
receive corporate communications via e -mail.  Please advise.

Summary Term Sheet, page 1

3. Refer to Question 4 “Are Overseas Employees Eligible to Participate?”  W e note that you
are limiting participation in this tender offer to U.S. employees who hold Eligible
Options.  Please provide us with a legal analysis explaining why the Company’s offer is
consistent with the requirement of Exchange Act Rule 13e -4(f)(8)(i).   If the Company is
making its offer in reliance on the Commission’s March 21, 2001 Global Exemptive
Order, note that the relief from the all -holders requirement provided in the Global
Exemptive Order is intended to permit exclusion when done for a compens atory purpose .

Determination of Validity…, page 11

4. We note the statement that the Company may waive a ny of the  condition s of the Option
Exchange Program with respect to any particular Eligible Options or any particular
option holder.  Such language would not appear consistent with the requirements of
Exchange  Act Section 13e -4(f)(8).  Please revise or advise .

Conditions…, page 12

5. We note the disclosure  in the last paragraph of this section that the Company  may assert
conditions regardless of the circumstances giving rise to any such condition. The
inclusion of offer conditions is not objectionable when the conditions are objectively
determinable and outside the control of the bidder .  Please revise to remove the
implication that the conditions may be triggered at the election of the Company .

6. We note the disclosure in the last paragraph of this section relating to the Company ’s
failure to e xercise any of the rights described in this section.  This language suggests that
if a condition is triggered and the Company  fails to assert the condition, it will not lose
the right to assert the condition at a later time.  Please note that when a condi tion is
triggered and a bidder decides to proceed with the offer anyway, we believe that this
decision is tantamount to a waiver of the triggered condition(s).  Depending on the
materiality of the waived condition and the number of days remaining in the of fer, the
Company  may be required to extend the offer and recirculate new disclosure to security
holders.  In addition, when an offer condition is triggered by events that occur during the
offer period and before the expiration of the offer, the Company  should inform holders
how it intend s to proceed promptly, rather than waiting until the end of the offer period,

William L. Hughes , Esq.
Fenwick & West LLP
April 19, 201 3
Page 3
 unless the condition is one where satisfaction of the condition may be determined only
upon expiration.  Please confirm the Company ’s understandin g on both points in your
response letter.

*     *     *

 We urge all persons who are r esponsible for the accuracy and adequacy of the disclosure
in the filings to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.  Since the Company and its management is
in possession of all facts relating to the disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

 In responding to our comments, please provide a written statement from the Company
acknowledging that:

 the Compan y is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the Company may n ot assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Please direct any questions to me at (202) 551 -3444.  You may also contact me via
facsimile at (202) 772-9203.   Please send all correspondence to us at the following ZIP code:
20549 -3628.

Sincerely,

/s/ Perry Hindin

Perry Hindin
Special Counsel
Office of Mergers and Acquisitions