SecProbe.io

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 Document August 15, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Todd Schiffman Re: GREEN DOT CORP Form S-3 filed August 11, 2025 File No. 333-289493 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Green Dot Corporation (the “ Company ”) hereby requests that the U.S. Securities and Exchange Commission (the “ Commission ”) take appropriate action to declare the above-referenced Registration Statement on Form S-3 to become effective on Tuesday, August 19, 2025, at 4:00 p.m., Eastern Time, or as soon as practicable thereafter. The Company hereby authorizes William L. Hughes of Orrick, Herrington & Sutcliffe LLP, counsel to the Company, to orally modify or withdraw this request for acceleration. The Company requests that it be notified of such effectiveness by a telephone call to William L. Hughes of Orrick, Herrington & Sutcliffe LLP at (415) 773-5720. Very truly yours, GREEN DOT CORPORATION By: /s/ Amy Pugh Name: Amy Pugh Title: General Counsel cc: Jess Unruh, Green Dot Corporation William L. Hughes, Orrick, Herrington & Sutcliffe LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 14, 2025

Amy Pugh
General Counsel
GREEN DOT CORP
1675 N. Freedom Blvd (200 West) Building 1
Provo, Utah 84604

 Re: GREEN DOT CORP
 Form S-3 filed August 11, 2025
 File No. 333-289493
Dear Amy Pugh:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Todd Schiffman at 202-551-3491 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
September 22, 2022
George Gresham
Chief Financial Officer and Chief Operating Officer
Green Dot Corporation
114 W 7th Street
Suite 240
Austin, Texas 78701
Re:Green Dot Corporation
Form 10-K for the fiscal year ended December 31, 2021
Filed February 28, 2022
File No. 001-34819
Dear Mr. Gresham:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Finance

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September 21, 2022

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:    Sharon Blume, Assistant Chief Accountant

Mark Brunhofer, Senior Accounting Examiner

Re:    Green Dot Corporation

Form 10-K for the fiscal year ended December 31, 2021

Filed February 28, 2022

File Number 001-34819

Ladies and Gentlemen:

This letter responds to the comments of the Staff of the United States Securities and Exchange Commission (the “Staff”) set forth in the letter dated September 8, 2022 to Mr. George Gresham of Green Dot Corporation (the “Company”) with respect to the above-referenced annual report.  For your convenience, we have set forth below the Staff’s comments in italicized text.  References to page numbers in our responses are references to the page numbers in the above-referenced annual report.

Form 10-K for the fiscal year ended December 31, 2021

Business

Dividend and Share Repurchase Restrictions, page 8

1.We acknowledge your response to prior comment 1.  Please represent to us that in the future filings you will disclose the amount of your subsidiary’s restricted assets as required by Rule 4-08(e)(3)(ii) of Regulation S-X or tell us why this disclosure is not warranted and provide us the amount of the restricted assets at December 31, 2021.

Response: We acknowledge the Staff’s comment and in future filings, will provide the disclosure required by Rule 4-08(e)(3)(ii) as applicable.

*****

Please direct any comments or questions regarding this filing to me at (626) 765-2353 or to Jess Unruh, Chief Accounting Officer of the Company, at (626) 765-2003.

Very truly yours,

/s/ George Gresham

George Gresham

Chief Financial Officer and Chief Operating Officer

Green Dot Corporation

cc:    J. Chris Brewster, Chair of the Audit Committee of the Board of Directors

Dan Henry, President and Chief Executive Officer

Amy Pugh, General Counsel

Jess Unruh, Chief Accounting Officer

Mike Ching, Ernst & Young LLP

William L. Hughes, Orrick, Herrington & Sutcliffe LLP

United States securities and exchange commission logo
September 8, 2022
George Gresham
Chief Financial Officer and Chief Operating Officer
Green Dot Corporation
114 W 7th Street
Suite 240
Austin, Texas 78701
Re:Green Dot Corporation
Form 10-K for the fiscal year ended December 31, 2021
Filed February 28, 2022
File No. 001-34819
Dear Mr. Gresham:
            We have reviewed your August 8, 2022 response to our comment letter and have the
following comment.  In our comment, we ask you to provide us with information so we may
better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.  Our
reference to a prior comment is to a comment in our July 12, 2022 letter.
Form 10-K for the fiscal year ended December 31, 2021
Business
Dividend and Share Repurchase Restrictions, page 8
1.We acknowledge your response to prior comment 1.  Please represent to us that in future
filings you will disclose the amount of your subsidiary's restricted assets as required by
Rule 4-08(e)(3)(ii) of Regulation S-X or tell us why this disclosure is not warranted and
provide us the amount of the restricted assets at December 31, 2021.
            You may contact Mark Brunhofer at 202-551-3638 or Sharon Blume at 202-551-
3474 with any questions.

 FirstName LastNameGeorge Gresham
 Comapany NameGreen Dot Corporation
 September 8, 2022 Page 2
 FirstName LastName
George Gresham
Green Dot Corporation
September 8, 2022
Page 2
Sincerely,
Division of Corporation Finance
Office of Finance

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August 8, 2022

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:    Sharon Blume, Assistant Chief Accountant

Mark Brunhofer, Senior Accounting Examiner

Re:    Green Dot Corporation

Form 10-K for the fiscal year ended December 31, 2021

Filed February 28, 2022

File Number 001-34819

Ladies and Gentlemen:

This letter responds to the comments of the Staff of the Securities and Exchange Commission (the “Staff”) set forth in the letter dated July 12, 2022 to Mr. George Gresham of Green Dot Corporation (the “Company”) with respect to the above-referenced annual report.  The Company notes that through a telephone call between Mr. Brunhofer and the Company’s outside counsel on July 13, 2022 the Company requested and received an extension to file this response by August 8, 2022. For your convenience, we have set forth below the Staff’s comments in italicized text.

Form 10-K for the fiscal year ended December 31, 2021

Business

Dividend and Share Repurchase Restrictions, page 8

1.You disclose various rules and regulations that could restrict the ability of Green Dot Bank to pay you dividends or make other distributions. Please tell us your consideration for providing the parent-only financial information required by either Rule 9-06 of Regulation S-X for bank holding companies or Rule 5-04(a)(3) of Regulation S-X for commercial and industrial companies.

Response:

The Company respectfully advises the Staff that it is not required by Rule 12-04 of Regulation S-X to file condensed financial information of the Company, the parent company of Green Dot Bank, since according to Rules 5-04 or 9-06 of Regulation S-X, as of the end of the most recent fiscal year, the restricted net assets of Green Dot Bank (as defined by Rule 1-02(dd) of Regulation S-X) are less than 25% of consolidated net assets. The Company determined that Green Dot Bank’s net assets subject to restrictions under Rule 1-02(dd) of Regulation S-X were $204.2 million as of December 31, 2021. This amount represents the Tier 1 capital at Green Dot Bank required to maintain a level of minimum capital ratios in order to be considered “well-capitalized” under Basel III rules promulgated by the Federal Reserve and

other U.S. banking regulators, which was approximately 19% of the Company’s consolidated net assets.

Notes to Consolidated Financial Statements

Note 7 - Equity Method Investments, page 74

2. We note that the $7.0 million equity in losses of TailFin Labs, LLC in 2020 appears significant to your pre-tax income. Please provide us your analysis indicating why it is appropriate to exclude separate financial statements of this equity method investee under Rule 3-09 of Regulation S-X.

Response:

The Company respectfully advises the Staff that it was not required by Rule 3-09 of Regulation S-X to file separate financial statements for TailFin Labs, LLC (“TailFin”) as of and for the year ended December 31, 2020, because the investee did not meet the first or third conditions set forth in Rule 1-02(w)(1) of Regulation S-X as of the end of that year based on the following calculations:

    As of

($ in Millions)    December 31, 2020

Investment test:

Carrying value of investment  A  $28.8

Total consolidated assets  B  $4,115.3

% of total consolidated assets  A/B  <1%

Income test: (*)

Absolute value of equity in pre-tax losses of TailFin  A  $7.0

Last five fiscal year average of pre-tax income  B(**)  $87.6

% of average pre-tax income  A/B  8%

______

(*) TailFin was formed under the laws of the State of Delaware in January 2020, and to date, has not generated any operating revenues. Accordingly, the revenue component under the income test was determined not to be applicable per Rule 1-02(w)(1)(iii)(A)(2).

(**) The Company’s pre-tax income for the year ended December 31, 2020 was determined to be greater than 10% lower than the average of such amounts for each of the preceding last five fiscal years. Therefore, the average income over each of the last five fiscal years was used in the denominator of the income test per Rule 1-02(w)(1)(iii)(B)(2).

*****

Please direct any comments or questions regarding this filing to me at (626) 765-2353 or to Jess Unruh, Chief Accounting Officer of the Company, at (626) 765-2003.

Very truly yours,

/s/ George Gresham

George Gresham

Chief Financial Officer and Chief Operating Officer

Green Dot Corporation

cc:    J. Chris Brewster, Chair of the Audit Committee of the Board of Directors

Dan Henry, President and Chief Executive Officer

Kristina Lockwood, General Counsel and Secretary

Jess Unruh, Chief Accounting Officer

Mike Ching, Ernst & Young LLP

William L. Hughes, Orrick, Herrington & Sutcliffe LLP

United States securities and exchange commission logo
July 12, 2022
George Gresham
Chief Financial Officer and Chief Operating Officer
Green Dot Corporation
114 W 7th Street
Suite 240
Austin, Texas 78701
Re:Green Dot Corporation
Form 10-K for the fiscal year ended December 31, 2021
Filed February 28, 2022
File No. 001-34819
Dear Mr. Gresham:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the fiscal year ended December 31, 2021
Business
Dividend and Share Repurchase Restrictions, page 8
1.You disclose various rules and regulations that could restrict the ability of Green Dot
Bank to pay you dividends or make other distributions.  Please tell us your consideration
for providing the parent-only financial information required by either Rule 9-06 of
Regulation S-X for bank holding companies or Rule 5-04(a)(3) of Regulation S-X for
commercial and industrial companies.

 FirstName LastNameGeorge Gresham
 Comapany NameGreen Dot Corporation
 July 12, 2022 Page 2
 FirstName LastName
George Gresham
Green Dot Corporation
July 12, 2022
Page 2
Notes to Consolidated Financial Statements
Note 7 - Equity Method Investments, page 74
2.We note that the $7.0 million equity in losses of TailFin Labs, LLC in 2020 appears
significant to your pre-tax income.  Please provide us your analysis indicating why it is
appropriate to exclude separate financial statements of this equity method investee under
Rule 3-09 of Regulation S-X.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Mark Brunhofer at (202) 551-3638 or Sharon Blume at (202) 551-
3474 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

October 16, 2019
Steven W. Streit
Chief Executive Officer
Green Dot Corp
3465 E. Foothill Blvd.
Pasadena, CA 91107
Re:Green Dot Corp
Form 10-K for the fiscal year ended December 31, 2018
Filed February 27, 2019
Form 10-Q for the period ending June 30, 2019
Filed August 9, 2019
File Number 001-34819
Dear Mr. Streit:
            We have completed our review of your filings.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Finance

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October 4, 2019

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:

 Christina Harley, Staff Accountant

Michelle Miller, Staff Accountant

Re:

 Green Dot Corporation

Form 10-K for the fiscal year ended December 31, 2018

Filed February 27, 2019

Form 10-Q for the period ended June 30, 2019

Filed August 9, 2019

File Number 001-34819

Ladies and Gentlemen:

This letter responds to the comments of the Staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) set forth in the letter dated October 2, 2019 from the SEC’s Division of Corporation Finance, Office of Financial Services to Mr. Steven W. Streit of Green Dot Corporation (the “Company” and “we”).  For your convenience, we have set forth below the Staff’s comments in italicized text.  The Company’s response to the Staff comments follows immediately after the text of the Staff comments.

Form 10-Q for the period ending June 30, 2019

Management's Discussion and Analysis of Financial Condition and Results of Operations

Comparison of Three-Month Periods Ended June 30, 2019 and 2018

Operating Revenues, page 33

1.

 We note your response to comment 1. Considering that your revised 2019 guidance was in part attributable to the decline in your legacy non-direct deposit active accounts as discussed in your Q2 2019 earnings call, in future filings, please disaggregate Gross Dollar Volume and Number of Active Accounts between direct deposit active accounts and non-direct deposit active accounts.

Response:

In future filings, the Company will disaggregate Gross Dollar Volume and Active Accounts as requested.

*****

Please direct any comments or questions regarding this filing to me at (626) 765-2619 or to Jess Unruh, Chief Accounting Officer of the Company, at (626) 765-2003.

Very truly yours,

/s/ Mark Shifke

Mark L. Shifke

Chief Financial Officer

Green Dot Corporation

cc:

 J. Chris Brewster, Audit Committee of the Board of Directors

Steven W. Streit, President and Chief Executive Officer

John C. Ricci, General Counsel and Secretary

Jess Unruh, Chief Accounting Officer

Keith Lupton, Ernst & Young LLP

William L. Hughes, Orrick, Herrington & Sutcliffe LLP

October 2, 2019
Steven W. Streit
Chief Executive Officer
Green Dot Corp
3465 E. Foothill Blvd.
Pasadena, CA 91107
Re:Green Dot Corp
Form 10-K for the fiscal year ended December 31, 2018
Filed February 27, 2019
Form 10-Q for the period ending June 30, 2019
Filed August 9, 2019
File Number 001-34819
Dear Mr. Streit:
            We have reviewed your September 30, 2019 response to our comment letter and have the
following 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
September 9, 2019 letter.
Form 10-Q for the Period Ending June 30, 2019
Management's Discussion and Analysis of Financial Condition and Results of Operations
Comparision of Three-Month Periods Ended June 30, 2019 and 2018
Operating Revenues, page 33
1.We note your response to comment 1.  Considering that your revised 2019 guidance was
in part attributable to the decline in your legacy non-direct deposit active accounts as
discussed in your Q2 2019 earnings call, in future filings, please disaggregate Gross
Dollar Volume and Number of Active Accounts between direct deposit active accounts
and non-direct deposit active accounts.

 FirstName LastNameSteven W.  Streit
 Comapany NameGreen Dot Corp
 October 2, 2019 Page 2
 FirstName LastName
Steven W.  Streit
Green Dot Corp
October 2, 2019
Page 2

            You may contact Christina Harley at 202-551-3695 or Michelle Miller at 202-551-3368
with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

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		Document

September 30, 2019

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:

 Christina Harley, Staff Accountant

Michelle Miller, Staff Accountant

Re:

 Green Dot Corporation

Form 10-K for the fiscal year ended December 31, 2018

Filed February 27, 2019

Form 10-Q for the period ended June 30, 2019

Filed August 9, 2019

File Number 001-34819

Ladies and Gentlemen:

This letter responds to the comments of the Staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) set forth in the letter dated September 9, 2019, from the SEC’s Division of Corporation Finance, Office of Financial Services, to Mr. Steven W. Streit of Green Dot Corporation (the “Company,” “we,” “our” and “us”).  For your convenience, we have set forth below the Staff’s comments in italicized text in the same order in which they appear in your letter.  The Company’s response to the Staff comments follows immediately after the text of the corresponding comments. References to page numbers in our responses are references to the page numbers in the Company’s quarterly report on Form 10-Q for the period ended June 30, 2019 (the “Form 10-Q”).

Form 10-Q for the period ending June 30, 2019

Management's Discussion and Analysis of Financial Condition and Results of Operations

Comparison of Three-Month Periods Ended June 30, 2019 and 2018

Operating Revenues, page 33

1.

 You disclose that as of June 30, 2019, your active accounts declined by approximately 500,000 on a year-over-year basis primarily due to a decline in the number of non-direct deposit active accounts under your legacy branded account programs, partially offset by an increase of approximately 240,000 active accounts under your BaaS programs, from which you typically generate lower fees as compared to your legacy prepaid products. Please address the following in future filings:

•

 Enhance your Key Metric disclosures to clarify the relationship to direct accounts, non-direct deposit accounts and BaaS programs;

•

 Disclose how you classify Walmart revenues, i.e. direct deposit, non-direct and BaaS, programs since Walmart represents 32% of revenues for the six months ending June 30, 2019;

•

 Describe why BaaS programs typically generate lower fees compared to your legacy prepaid products; and

•

 Disaggregate your operating revenues between direct deposit; non-direct and BaaS programs for the period presented.

Response:

We respectfully advise the Staff that the disclosure identified in comment 1 above was copied from the prepared remarks provided by management on the Company’s earnings call held on August 7, 2019.  This information was provided during the earnings call in order to provide context for the Company’s revised financial guidance for the remainder of 2019. The same information was included on page 29 in order to provide trend information that could impact future operating revenues, as required by Item 303 of Regulation S-K.  It was also provided to give additional context to explain why the Company’s Account Services operating revenues increased as compared to the prior year period despite a decline in active accounts; in this regard and as explained below, we believe that the loss of so-called non-direct deposit active accounts is not as impactful to operating revenues as the loss of other active accounts.  In light of the Staff’s comment, we have evaluated our Key Metrics disclosure and believe we should enhance this disclosure in future filings as discussed below.

By way of background, within our Account Services segment, active accounts are sourced from several “channels,” such as through “brick and mortar” stores of our retail partners (“Retail”), our own or our partners’ websites (“Online”), employers disbursing payroll to employees and our so-called Banking-as-a-Service (“BaaS”). Our BaaS channel consists of our partnerships with large-scale enterprises (other than Walmart) under which we design and manage bespoke accounts tailored to each enterprise’s customers and partners.

As further background, our active account base across each of our channels consists of a mix of long-term accountholders, such as those that are enrolled in direct deposit ("direct deposit active accounts"), and short-term accountholders, such as those that acquire our card programs for limited use or infrequently deposit funds onto the accounts ("non-direct deposit active accounts"). Accountholders may elect to enroll in direct deposit upon establishing an account or at any other time the account remains open. Our experience indicates that our direct deposit active accounts, on average, have the longest tenure and generate the majority of our gross dollar volume1 in any period and thus, generate more revenue over their lifetime than non-direct deposit active accounts. Our non-direct deposit active accounts are generally short-term in nature, but still contribute meaningful revenue to the Account Services segment.

In light of the Staff’s comment, we evaluated metrics regularly used by management to evaluate our business in order to promote increased investor understanding of the correlation between account behavior and operating revenue. We believe gross dollar volume correlates most directly to our operating revenues and therefore, we believe that disclosing the aggregate gross dollar volume derived from direct deposit sources from all channels, inclusive of BaaS, which is a metric that management regularly uses to evaluate, among other things, the recurring nature of our operating revenues, would enhance investors’ understanding of the relationship between our key metrics and our revenue performance.  We propose to add this new metric in the paragraph that

1 This is an existing key metric identified in our periodic reports and earnings releases.  As explained in the Form 10-Q, we use this metric to analyze the total amount of money moving onto our account programs, determine the overall engagement and usage patterns of our account holder base. This metric also serves as a leading indicator of revenue generated through our Account Services segment products, inclusive of interest income generated on deposits held at Green Dot Bank, fees charged to account holders and interchange revenues generated through the spending of account balances.

appears under the “Gross Dollar Volume” subheading in the “Key Metrics” disclosure within the Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) section of our periodic reports.  Additionally, in the MD&A sections of future filings, we will discuss how any changes in this metric impact operating revenue in our discussion of period-over-period changes in our Account Services segment operating revenues.

*****

Please direct any comments or questions regarding this filing to me at (626) 765-2619 or to Jess Unruh, Chief Accounting Officer of the Company, at (626) 765-2003.

Very truly yours,

/s/ Mark Shifke

Mark L. Shifke

Chief Financial Officer

Green Dot Corporation

cc:

 J. Chris Brewster, Audit Committee of the Board of Directors

Steven W. Streit, President and Chief Executive Officer

John C. Ricci, General Counsel and Secretary

Jess Unruh, Chief Accounting Officer

Keith Lupton, Ernst & Young LLP

William L. Hughes, Orrick, Herrington & Sutcliffe LLP

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September 16, 2019

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:

 Christina Harley, Staff Accountant

Michelle Miller, Staff Accountant

Re:

 Green Dot Corporation

Form 10-K for the fiscal year ended December 31, 2018

Filed February 27, 2019

Form 10-Q for the period ending June 30, 2019

Filed August 9, 2019

File Number 001-34819

Ladies and Gentlemen:

This is to confirm that Green Dot Corporation (the “Company”) received the comments of the Staff of the Securities and Exchange Commission (the “Staff”) as set forth in the Staff’s letter dated September 9, 2019. As a follow-up to the telephone conversation between Christina Harley of the Staff and the Company’s outside counsel, Bill Hughes of Orrick, Herrington & Sutcliffe LLP, the Company confirms that it will respond to the Staff’s comments on or prior to September 30, 2019.

Should you have any questions or comments, please contact me at (626) 765-2003.

Very truly yours,

/s/ Jess Unruh

Jess Unruh

Chief Accounting Officer

Green Dot Corporation

September 9, 2019
Steven W. Streit
Chief Executive Officer
Green Dot Corp
3465 E. Foothill Blvd.
Pasadena, CA 91107
Re:Green Dot Corp
Form 10-K for the fiscal year ended December 31, 2018
Filed February 27, 2019
Form 10-Q for the period ending June 30, 2019
Filed August 9, 2019
File Number 001-34819
Dear Mr. Streit:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-Q for the period ending June 30, 2019
Management's Discussion and Analysis of Financial Condition and Results of Operations
Comparision of Three-Month Periods Ended June 30, 2019 and 2018
Operating Revenues, page 33
1.You disclose that as of June 30, 2019, your active accounts declined by approximately
500,000 on a year-over-year basis primarily due to a decline in the number of non-direct
deposit active accounts under your legacy branded account programs, partially offset by
an increase of approximately 240,000 active accounts under your BaaS programs, from
which you typically generate lower fees as compared to your legacy prepaid products.
Please address the following in future filings:

•Enhance your Key Metric disclosures to clarify the relationship to direct accounts,

 FirstName LastNameSteven W.  Streit
 Comapany NameGreen Dot Corp
 September 9, 2019 Page 2
 FirstName LastName
Steven W.  Streit
Green Dot Corp
September 9, 2019
Page 2
non-direct deposit accounts and BaaS programs;
•Disclose how you classify Walmart revenues, i.e. direct deposit, non-direct and BaaS
programs since Walmart represents 32% of revenues for the six months ending June
30, 2019;
•Describe why BaaS programs typically generate lower fees compared to your legacy
prepaid products; and
•Disaggregate your operating revenues between direct deposit; non-direct and BaaS
programs for the period presented.

Please provide us with your draft disclosures.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Christina Harley at 202-551-3695 or Michelle Miller at 202-551-3368
with any questions.
Sincerely,
Division of Corporation Finance
Office of Financial Services

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		SEC Document

WILLIAM L. HUGHES

 May 17, 2016

 EMAIL WHUGHES@FENWICK.COM
Direct Dial (415) 875-2479

VIA EDGAR

Ms. Christina Chalk

Senior Special Counsel

United States Securities and Exchange Commission

Office of Mergers and Acquisitions

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:

 Green Dot Corporation

DEFA14A filed on May 16, 2016

File No. 1-34819

Dear Ms. Chalk:

In response to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in the Staff’s letter, dated May 17, 2016, relating to the press release issued by Green Dot Corporation (“Green Dot”) and dated May 16, 2016, filed under cover of the DEFA14A listed above, Green Dot has issued a press release today to clarify the statements noted in your letter.  Today’s press release will be filed with Commission as definitive additional materials on May 18, 2016.

Please feel free to contact me at (415) 875-2479 if the Staff has any additional questions or comments.

Very truly yours,

/s/  William L. Hughes

William L. Hughes

Fenwick & West LLP

cc:

 John Ricci, Green Dot Corporation

May 17 , 2016

Via E -Mail

Andrew Freedman
Olshan, From & Wolosky LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022

Re: Green Dot Corporation
 DFAN14 A filed on May 16 , 2016
 Filed by Harvest C apital Str ategies LLC et al.
File No. 1-34819

Dear Mr. Freedman:

We note the press release issued by Harvest Capital Strategies on May 16, 2016 and attached as
an exhibit to the above filing. We have the following  comment  on that press release:

1. As you know, the Glass Lewis report recommends that shareholders use Harvest ’s
green proxy card but that they vote for only one of Harve st’s nominees  (Mr.
Gresham) . Glass Lewis recommends that shareholders withhold authority to vote for
your other two nominees, Messrs. Fanlo and Livingston. Your press release states :
“GLASS LEWIS AFFIRMS THE NEED FOR CHANGE ON THE GREEN DOT
BOARD IN RECOMMENDING SHAREHOLDERS VOTE THE  GREEN  PROXY
CARD .” This disclosure  should be clarified and balanced by noting that Glass Lewis
recommends that shareholders withhold authority to vote for your two nominees other
than Mr. Gresham.

Andrew Freedman , Esq.
Olshan, Frome & Wolosky LLP
May 17 , 2016
Page 2

Please promptly revise your proxy materials, consistent with our comment  above, and advise
how your revised disclosure  will be disseminated. If you have any questions , please feel free to
contact me at (202) 551 -3263 .

Sincerely,

/s/ Christina Chalk

Christina Chalk
Senior Special Counsel
Office of Mergers and Acquisitions

April 19, 2016

Via E -Mail
Andrew Freedman
Olshan, From & Wolosky LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022

Re: Green Dot Corporation
 PRRN14A filed April 1 2, 2016
File No. 1-34819

Dear Mr. Freedman:

The Office of Mergers and Acquisitions has conducted a limited review of the filing
listed above. Our additional comments follow. All defined terms have the same meaning as in
the proxy statement listed above .

Please respond to this letter by revis ing your 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 your facts and circumstances or do not belie ve an amendment is
appropriate, please tell us why in your response.

After reviewing any revisions to your filing and the information you provide in response
to these  comments, we may have  additional comments.

Revised Preliminary Proxy Statement  filed on April 12, 2016

We Are Concer ned with the L ack of Sufficient Stock Ownership Among Green Dot ’s
Indep endent Directors, page 20

1. Refer to comment 8 in our prior comment letter dated April 9, 2016. We reissue that
comment in part. Revise to state the percentage of Green Dot ’s shares owned directly
by your nominees, versus those owned by Harvest and its affiliates or those deemed
to be beneficially ow ned by your nominees by virtue of their associati on with
Harvest .

Andrew Freedman , Esq.
Olshan, Frome & Wolosky LLP
April 19, 2016
Page 2

 2. See our last comment above and comment 8 in our last comment letter. Where you
make the assertion at the bottom of page 20 that “during the last few months, two of
Harvest’s director nominees have purchased more shares in op en market transactions
than all of Green Dot ’s current incumbent directors in the public market history of the
Comp any,” clarify this statement with a reference to the actual number and
percentage of shares purchased  by these individuals .

We Believe Substantial Opportunities Exist at Green Dot to Create Value for All Shareholders,
page 21

3. Comment 9 is reissued in part. Where you rely on discussions with industry
participants and former employees to support your estimate of $25  million in cost
savings  you assert can be achieved  at Green Dot , expand the discussion of how you
believe  those savings can be achieved . Although you have added one explanatory
sentence, it is not fulsome disclosure  about the steps you hope to take and your
disclosure  states that these measures are no t intended to be exclusive. In addition,
identify the “other industry participants ” besides former employees of Green Dot with
whom you have spoken about these cost saving measures  and whom you state support
your estimates .

If you have any questions regarding these comments or your filings in general, please feel
free to contact me at (202) 551 -3263 .

Sincerely,

/s/ Christina Chalk

Christina Chalk
Senior Special Counsel
Office of Mergers and Acquisitions

April 9, 2016

Via E -Mail
Andrew Freedman
Olshan, From & Wolosky  LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022

Re: Green Dot Corporation
 PREC14A  filed on April 1 , 2016
File No. 1-34819

Dear Mr. Freedman:

The Office of Mergers and Acquisitions has conducted a limited review of the filing
listed above. Our comments follow. All defined terms have the same meaning as in the proxy
statement listed above .

Please respond to this letter by revis ing your 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 your facts and circumstances or do not believe an am endment is
appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

Preliminary Proxy Statement  filed on April 1 , 2016

Letter to Shareholders  and Cover Page  of the Proxy Statement

1. Please provide a supporting cite in the proxy statement for the quote from Mr. Streit
included  immediately  after the first paragraph of the letter to shareholders.   Where,
when and in what context was this statement made?  We may have additional
comments.

2. Where you state the number of shares of Green Dot owned by Harvest and its
nominees  throughout the proxy statement , state the percentage  of the total outstanding
Company shares that figure represents.

Andrew Freedman , Esq.
Olshan , Frome & Wolosky LLP
April 9, 2016
Page 2

Background to the Sol icitation , page 4

3. Refer to the disclosure  in the fourth bullet point on page 7 in this section . To suppo rt
the assertions there regarding  the contents of the May 22, 2015 letter from Green
Dot’s corporate counsel to JMP Group CEO Joe Jolson , please provide that letter
supplementally. We may have additional comments .

4. Clarify what statements by Mr. Streit in the  February 24, 2016 earning s conference
call Harvest believes are factual misrepresentations and explain why you believe
them to be inaccurate.

Reasons for the Solicitation , page 11

5. We note the acknowledgement on page 18 that even if yo ur nominees are elected,
they will constitute a minority of the board and you will not have th e ability to
remove Mr. Streit as CEO without  the support of existing Company directors.  Please
include simi lar disclosure in a prominent location further  toward  the beginning of the
proxy statement , where you initially criticize Mr. Streit ’s performa nce as CEO.

6. The peer groups to which you compare Green Dot ’s performance are not clear from
the materials you cite at www.fixgdot.com . Please include them in the proxy
statement  or in an annex. All soliciting  mater ials should be filed as such.

We are concerned  with the Company ’s Exe cutive Compensation Practices, page 18

7. Please supplementally provide the 2015 ISS report  cited in footnote 13 on page 19.

We are concerned  with the Lack of Sufficient Stock Ownership among Green Dot ’s Independent
Directors, page 20

8. You express the belief  that the “small collective ownership position of Green Dot ’s
independent directors may compr omise the Board ’s ability to properly evaluate the
substantial opportunities to enhance shareholder  value…” (We also note a similar
statement on page 21  referencing the lack of “skin in the game ”).  Balance these
assertions by disclosing  the percentage of shares beneficially owned by each of your
director nominees, apart from their affiliation with Harvest. We not e that at least one
of your no minees appears to own no shares and the others own very small stakes.
Since you assert else where that  your nominees will be independent of Harvest if
elected and will act in the  best interests of all shareholders, it is not clear how this is
consistent with attribution  of ownership of an equity stake in the Company held by
Harvest.

Andrew Freedman , Esq.
Olshan , Frome & Wolosky LLP
April 9, 2016
Page 3

We Believe Substantial Opportunities Exist at Green Dot to Create Value for All Shareholders,
page 21

9. Refer to the last bullet point on page 21. Explain and provide a basis for your
assertion that “Green Dot can eliminate at least $25 million of inefficient annual
expenses t hrough a standard  realignment. ” In addition, identify the “third  party cost
structure consultants ” with whom you have discussed these projections . Your
expanded disclosure should discuss the u nderlying assumptions and limitations on
these cost savings projections.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be ce rtain that the filing includes t he information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the filing persons are  in possession of
all facts relating to their disclosure, it is responsible for the accuracy and adequacy of the
disclosures made.

 In responding to our comments, please provide a written statement from each filing
person  acknowledging that:

 it 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 filing person  may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United State s.

If you have any questions regarding these comments or your filings in general, please feel
free to contact me at (202) 551 -3263 .

Sincerely,

/s/ Christina Chalk

Christina Chalk
Senior Special Counsel
Office of Mergers and Acquisitions

Andrew Freedman , Esq.
Olshan , Frome & Wolosky LLP
April 9, 2016
Page 4

CORRESP
1
filename1.htm

		CORRESP

William L. Hughes

 April 11, 2016

 Email whughes@fenwick.com
Direct Dial (415) 875-2479

VIA EDGAR

Ms. Christina Chalk

Senior Special Counsel

United States Securities and Exchange Commission

Office of Mergers and Acquisitions

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:

 Green Dot Corporation

Amendment No. 1 to Preliminary Proxy Statement

Dear Ms. Chalk:

On behalf of Green Dot Corporation (“Green Dot”), we are transmitting herewith Amendment No. 1 (the “Amendment”) to the Preliminary Proxy Statement on Schedule 14A originally filed by Green Dot with the Securities and Exchange Commission (the “Commission”) on March 29, 2016 (the “Preliminary Proxy Statement”). In this letter, we respond on behalf of Green Dot to the comments of the staff of the Commission (the “Staff”) contained in the Staff’s letter dated April 7, 2016. The numbered paragraphs below correspond to the numbered comments in that letter and the Staff’s comments are presented in bold.

Preliminary Proxy Statement filed on March 29, 2016

Cover Page, page 11

1.

 Please clearly mark the proxy statement as “preliminary.” See Rule 14a-6(e)(1).

The Company has added the requested disclosure on page 11 of the Preliminary Proxy Statement.

Executive Compensation, page 36

2.

 Refer to the disclosure in the third bullet point in the subsection “Green Dot’s 2015 Financial Performance and Executive Compensation.” Please update to reflect the grant of new PSRUs to Mr. Sgoutas, as disclosed in the Form 8-K the Company filed two days after this proxy statement.

The Company has added the requested disclosure on page 38 of the Preliminary Proxy Statement.

Division of Corporation Finance

United States Securities and Exchange Commission

April 11, 2016

Page 2

Executive Compensation Tables, page 48

3.

 Please revise or expand to explain why the grant date fair values for the PSRUs granted to Messrs. Streit and Sgoutos differ if both received their PSRU’s on the same date of March 31, 2015.

The Company has expanded the disclosure on pages 49 and 50 of the Preliminary Proxy Statement as requested.

*  *  *

Furthermore, Green Dot hereby acknowledges that:

•

 it 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 filings; and

•

 the Company may not 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 feel free to contact me at (415) 875-2479 if the Staff has any additional questions or comments.

Very Truly Yours,

/s/ William L. Hughes

William L. Hughes

Fenwick & West LLP

cc:

 John Ricci, Green Dot Corporation

April 7, 2016

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

Re: Green Dot Corporation
 PREC14A  filed on March 29, 2016
File No. 1-34819

Dear Mr. Hughes :

The Office of Mergers and Acquisitions has conducted a limited review of the filing
listed above. Our comments follow. All defined terms have the same meaning as in the proxy
statement listed above .

Please respond to this letter by revis ing your 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 your facts and circumstances or do not believe an am endment is
appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

Preliminary Proxy Statement  filed on March 29, 2016

Cover Page , page 11

1. Please clearly mark the proxy statement  as “preliminary.”  See Rule 14a -6(e)(1).

Executive Compensation, page 36

2. Refer to the disclosure in the third bullet point in the subsection “Green Dot’s 2015
Financial Performance and Executive Compensation.”  Please update to reflect the
grant of new PSRUs to Mr. Sgoutas, as disclosed in the Form 8 -K the Company filed
two day s after this proxy statement.

William Hughes , Esq.
Fenwick & West  LLP
April 7 , 2016
Page 2

Executive Compensation Tables, page 48

3. Please revise or expand to explain why the grant date fair values for the PSRUs
granted to Messrs. Streit and Sgoutos differ if both received their PSRU’s on the
same date of March 31,  2015.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be ce rtain that the filing includes t he information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the Company is  in possession of all
facts relating to their disclosure, it is responsible for the accuracy and adequacy of the
disclosures made.

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

 it 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 not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United State s.

If you have any questions regarding these comments or your filings in general, please feel
free to contact me at (202) 551 -3263 .

Sincerely,

/s/ Christina Chalk

Christina Chalk
Senior Special Counsel
Office of Mergers and Acquisitions

cc: John  Ricci, Esq.
General Counsel
Green Dot Corporation

William Hughes , Esq.
Fenwick & West  LLP
April 7 , 2016
Page 3

February 6, 2014

Via E -mail
Steven W. Streit
Principal  Financial Officer
Green Dot Corporation
3465 E. Foothill Blvd.
Pasadena, California 91107

Re: Green Dot Corporation
Form 10-K for Fiscal Period Ended  December 31, 2012
Filed March 1, 2013
  File No. 001-34819

Dear Mr. Streit :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not 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.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Gus Rodriguez

Gus Rodriguez
Accounting Branch Chief

CORRESP
1
filename1.htm

		2014-01-24 SEC Comment Letter Response

January 24, 2014

Via EDGAR AND OVERNIGHT DELIVERY

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC  20549

Attention:

 Gus Rodriguez, Accounting Branch Chief

 Marc Thomas, Staff Accountant

Re:

 Green Dot Corporation

 Form 10-K for Fiscal Period Ended December 31, 2012

 Filed March 1, 2013

 Form 10-Q for the Period Ended September 30, 2013

 Filed November 8, 2013

 File No. 001-34819

Gentlemen:

This letter responds to the comments of the Staff of the Securities and Exchange Commission (the “Staff”) set forth in the letter dated December 31, 2013, from Mr. Gus Rodriguez to Mr. Steven W. Streit of Green Dot Corporation (the “Company,” "we," "our" and "us"). For your convenience, we have set forth below each of the Staff's comments in italicized text in the same numbered order in which they appear in your letter. Our response to each Staff comment follows immediately after the text of the corresponding comment. References to page numbers in our responses are references to the page numbers in the applicable periodic report.

Form 10-K for Fiscal Period Ended December 31, 2012

Notes to Consolidated Financial Statements

Note 21 - Selected Unaudited Quarterly Financial Information, page 86

1.

 We note the disclosures that during the fourth quarter of 2012, the company implemented new control procedures over the settlement of cardholder funds.  As a result of these new controls, an error was identified relating to the calculation of overdrawn account balances that affected the financial results for the first, second and third quarters of

United States Securities and Exchange Commission

January 24, 2014

Page 2

2012.  The company determined that the effects of the error were not material to any previously reported period but the cumulative effect of correcting the error in the fourth quarter of 2012 would be material.  As it relates to the error identified, please address the following:

•

 Address why the quarterly disclosures only address the 2012 interim periods when the fourth quarter of 2011 was also impacted by the error;

•

 Provide us with the adjusting entries made to the 4th quarter of 2012 financial statements to correct the error and any related memos that describe the nature of the adjustments;

•

 Explain to us, in specific detail, the nature of the new internal controls implemented that led to the identification of the error relating to the overdrawn account balances;

•

 Tell us whether the errors helped you to meet or exceed projected earnings for any of the quarters impacted by the error, and

•

 Provide us with your materiality analysis for all of the periods impacted by the error.

Response

To address each of the Staff’s comments above, our response is organized as follows:

•

 Summary of accounting for overdrafts

•

 Overview of the error

•

 Identification of the error

•

 Our assessment of internal control over financial reporting

•

 Our assessment of materiality

•

 Conclusion

Overview of accounting for overdrafts

We charge our cardholders maintenance fees on a monthly basis pursuant to the terms and conditions in our cardholder agreements. Each month, we systematically determine which cardholder accounts are eligible for a maintenance fee, transmit the information to the banks that issue our cards (“card issuing banks”), recognize maintenance fee revenue, a component of card

United States Securities and Exchange Commission

January 24, 2014

Page 3

revenues and other fees on our consolidated statement of operations, and collect the cash from the card issuing banks. A portion of the maintenance fees assessed and collected may have been in excess of a cardholder’s account balance, resulting in “overdrafts” to the extent the account balance is negative. Cardholder account overdrafts may also arise from purchase transactions that we honor in excess of the funds in a cardholder's account. The card issuing banks fund all overdrawn account balances on our behalf and we are responsible to the card issuing banks for any losses associated with these overdrafts. On our consolidated balance sheets, we include our obligations to these banks as amounts due to card issuing banks for overdrawn accounts and we include a receivable due from cardholders as overdrawn account balances due from cardholders, a component of accounts receivable, net. We are exposed to unrecovered cardholder account overdrafts. Accordingly, we establish a reserve for uncollectible overdrawn accounts. We include our provision for uncollectible overdrawn accounts related to maintenance fees and purchase transactions as a component of card revenues and other fees and other general and administrative expenses, respectively, in our consolidated statement of operations.

For additional information, please refer to our accounting policies disclosed under "Critical Accounting Policies and Estimates" in Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations, and Note 2 - Summary of Significant Accounting Policies to our consolidated financial statements to our Form 10-K for the year ended December 31, 2012.

Overview of the error

We outsource our card processing to a third party and rely on the data maintained on its system for a variety of business and other processes, including our financial reporting processes (our “third-party processor”). At the end of each month, we extract overdrawn account balance data from our third-party processor, which we use to record the amounts due to card issuing banks for overdrawn accounts and overdrawn account balances due from cardholders, a component of accounts receivable, net, on our consolidated balance sheet. We also use the data to calculate our reserve for uncollectible overdrawn accounts and the related provision.

In December 2012, we became aware that our extract of overdrawn account balance data was incomplete. When we extract the overdrawn account balance data from our third-party processor, we exclude certain tables that had historically contained duplicate data ("excluded data tables"). Our third-party processor made database configuration changes to correct the excluded data tables that we were unaware of. In the fourth quarter of 2011, the excluded data tables were repurposed

United States Securities and Exchange Commission

January 24, 2014

Page 4

to include data for a new general purpose reloadable prepaid debit card program. Initially, the volume of overdrawn account balance data contained in these excluded data tables was small (i.e., less than $400,000 in the fourth quarter of 2011), but grew gradually over the course of 2012. This new overdrawn account balance data was not included in our monthly data extract and, therefore, was not included in the financial statements from the fourth quarter of 2011 through the third quarter of 2012. Consequently, certain financial statement captions were understated.

The error affected the following prior period financial statements:

•

 Three and twelve months ended December 31, 2011

•

 Three months ended March 31, 2012

•

 Three and six months ended June 30, 2012

•

 Three and nine months ended September 30, 2012

We disclosed the impact of the error and the adjusting entries for the 2012 interim periods in Note 21 - Selected Unaudited Quarterly Financial Information to our December 31, 2012 consolidated financial statements. As noted by the Staff, our disclosures in Note 21 did not address the impact of the error on the fourth quarter of 2011. We did not restate this prior period because the impact to net income was less than $400,000, or less than 3% of net income for the quarter, and the impact to amounts due to card issuing banks for overdrawn accounts and overdrawn account balances due from cardholders was $998,000 and $420,000, respectively.

Identification of the error

As noted in our disclosures, we identified the error as a result of implementing new controls. In November 2012, we completed the transition of all outstanding customer deposits associated with our Green Dot-branded GPR card program with Columbus Bank and Trust Company, a division of Synovus Bank, to our subsidiary bank ("Green Dot Bank"). In conjunction with this transition, we implemented new controls over the settlement of cardholder funds with Green Dot Bank. Specifically, we began reconciling the overdrawn account balance data extracted from our third-party processor to cash settlement reports and identified a reconciling balance. Upon further review, we determined that the reconciling difference related to the incomplete overdrawn account balance data.

United States Securities and Exchange Commission

January 24, 2014

Page 5

The internal controls we had in place prior to fourth quarter of 2012 were designed to prevent and detect errors associated with the completeness of the overdrawn account balance data. However, these controls were unsuccessful in detecting the error because they were not designed to identify and verify the appropriateness of structural database changes. Furthermore, the error gradually accumulated in size over a relatively long period of time. Had the full magnitude of the error occurred over a relatively shorter period of time, we believe our analytical review procedures, which examine trends in various financial statement captions, would have identified the error in a timely manner.

Our assessment of internal control over financial reporting

We have determined that the identified error is the result of a control deficiency. We considered the guidance in PCAOB Auditing Standard No. 5, An Audit of Internal Control over Financial Reporting That Is Integrated with an Audit of Financial Statements, in determining whether the significance of the deficiency rises to the level of a material weakness. We considered how the error was identified, the magnitude of the error and the likelihood of it reoccurring, the existence of mitigating controls, whether those controls could have prevented or detected the error and whether there is evidence that the mitigating controls were operating effectively. We do not believe the deficiency is a material weakness for the following reasons:

•

 We identified the error before it became material and promptly brought to the attention of the external auditors and our Audit Committee;

•

 The error did not materially impact the financial information previously reported in our 2011 Annual Report on Form 10-K;

•

 We have implemented new controls in conjunction with the outstanding customer deposits transition described above. These controls identified the error, remediated the control deficiency prior to year end, and supplements our existing controls to ensure we have a complete data population for our reserve calculation going forward;

Therefore, our previous internal control disclosures in prior filings remain adequate as the effectiveness of disclosure and control procedures continue to be appropriate.

United States Securities and Exchange Commission

January 24, 2014

Page 6

Our assessment of materiality

We calculated the magnitude of the error in each of the periods above and assessed materiality based on the guidance in Accounting Standards Codification, or ASC, 250, Accounting Changes and Error Corrections, ASC 270, Interim Reporting, and Staff Accounting Bulletin, or SAB, Topic 1, Financial Statements.

We evaluated the effect of the error on our current and prior period consolidated financial statements, taking into consideration both the iron curtain method and the rollover method described in SAB Topic 1.N, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements.

As an initial basis for our quantitative assessment, we used 5% of income before income taxes as a threshold for evaluating whether the error was material. We also considered the impact of the error on significant financial statement captions in the first, second and third quarter of 2012, as follows:

 Adjustments

Income statement caption

 As Reported

 $

 %

 As Adjusted

 (In thousands, except percentage data)

Three months ended March 31, 2012

Card revenues and other fees

 $

 62,373

 $

 (1,151

 )

 (1.8

 )%

 $

 61,222

Other general and administrative expenses

 $

 15,904

 $

 64

 0.4

  %

 $

 15,968

Income before income taxes

 $

 27,788

 $

 (1,215

 )

 (4.4

 )%

 $

 26,573

Income tax expense

 $

 10,672

 $

 (467

 )

 (4.4

 )%

 $

 10,205

Net income

 $

 17,116

 $

 (748

 )

 (4.4

 )%

 $

 16,368

Three months ended June 30, 2012

Card revenues and other fees

 $

 59,500

 $

 (1,638

 )

 (2.8

 )%

 $

 57,862

Other general and administrative expenses

 $

 17,915

 $

 83

 0.5

  %

 $

 17,998

Income before income taxes

 $

 20,024

 $

 (1,721

 )

 (8.6

 )%

 $

 18,303

Income tax expense

 $

 8,133

 $

 (699

 )

 (8.6

 )%

 $

 7,434

Net income

 $

 11,891

 $

 (1,022

 )

 (8.6

 )%

 $

 10,869

Three months ended September 30, 2012

Card revenues and other fees

 $

 54,138

 $

 (1,590

 )

 (2.9

 )%

 $

 52,548

Other general and administrative expenses

 $

 18,050

 $

 59

 0.3

  %

 $

 18,109

Income before income taxes

 $

 17,488

 $

 (1,649

 )

 (9.4

 )%

 $

 15,839

Income tax expense

 $

 6,875

 $

 (648

 )

 (9.4

 )%

 $

 6,227

Net income

 $

 10,613

 $

 (1,001

 )

 (9.4

 )%

 $

 9,612

United States Securities and Exchange Commission

January 24, 2014

Page 7

 Adjustments

Income statement caption

 As Reported

 $

 %

 As Adjusted

 (In thousands, except percentage data)

Six months ended June 30, 2012

Card revenues and other fees

 $

 121,873

 $

 (2,789

 )

 (2.3

 )%

 $

 119,084

Other general and administrative expenses

 $

 33,819

 $

 147

 0.4

  %

 $

 33,966

Income before income taxes

 $

 47,812

 $

 (2,936

 )

 (6.1

 )%

 $

 44,876

Income tax expense

 $

 18,805

 $

 (1,166

 )

 (6.2

 )%

 $

 17,639

Net income

 $

 29,007

 $

 (1,770

 )

 (6.1

 )%

 $

 27,237

Nine months ended September 30, 2012

Card revenues and other fees

 176,011

 (4,379

 )

 (2.5

 )%

 $

 171,632

Other general and administrative expenses

 51,869

 206

 0.4

  %

 $

 52,075

Income before income taxes

 65,300

 (4,585

 )

 (7.0

 )%

 $

 60,715

Income tax expense

 25,680

 (1,814

 )

 (7.1

 )%

 $

 23,866

Net income

 39,620

 (2,771

 )

 (7.0

 )%

 $

 36,849

 Adjustments

Balance sheet caption

 As Reported

 $

 %

 As Adjusted

 (In thousands, except percentage data)

As of March 31, 2012

Accounts receivable, net (current portion only)

 $

 46,996

 $

 1,436

 3.1

  %

 $

 48,432

Income tax receivable

 $

 1,612

 $

 467

 29.0

  %

 $

 2,079

Amounts due to card issuing banks for overdrawn accounts

 $

 42,947

 $

 2,651

 6.2

  %

 $

 45,598

Retained earnings

 $

 138,857

 $

 (748

 )

 (0.5

 )%

 $

 138,109

As of June 30, 2012

Accounts receivable, net (current portion only)

 $

 44,637

 $

 1,645

 3.7

  %

 $

 46,282

Income tax receivable

 $

 2,705

 $

 1,166

 43.1

  %

 $

 3,871

Amounts due to card issuing banks for overdrawn accounts

 $

 45,651

 $

 4,581

 10.0

  %

 $

 50,232

Retained earnings

 $

 150,748

 $

 (1,770

 )

 (1.2

 )%

 $

 148,978

As of September 30, 2012

Accounts receivable, net (current portion only)

 $

 43,428

 $

 1,435

 3.3

  %

 $

 44,863

Income tax receivable

 $

 825

 $

 1,814

 219.9

  %

 $

 2,639

Amounts due to card issuing banks for overdrawn accounts

 $

 49,117

 $

 6,020

 12.3

  %

 $

 55,137

Retained earnings

 $

 161,361

 $

 (2,771

 )

 (1.7

 )%

 $

 158,590

The significance of the error was magnified during the second and third quarters of 2012 because we experienced a significant decrease in our opera

CORRESP
1
filename1.htm

		2014-01-15 SEC Comment Letter Response

January 15, 2014

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC  20549

Attention:

 Gus Rodriguez, Accounting Branch Chief

 Marc Thomas, Staff Accountant

Re:

 Green Dot Corporation

 Form 10-K for Fiscal Period Ended December 31, 2012

 Filed March 1, 2013

 Form 10-Q for the Period Ended September 30, 2013

 Filed November 8, 2013

 File No. 001-34819

Gentlemen:

This is to confirm that Green Dot Corporation (the “Company”) received the comments of the Staff of the Securities and Exchange Commission (the “Staff”) as set forth in the Staff’s letter dated December 31, 2013. As a follow-up to the telephone conversation between Marc Thomas of the Staff and Jess Unruh of the Company, the Company confirms that it will respond to the Staff’s comments on or prior to January 24, 2014.

Should you have any questions or comments, please contact me at (626) 765-2243, or Jess Unruh, Vice President of Financial Reporting of the Company, at (626) 765-2003.

Sincerely,

/s/ John C. Ricci

John C. Ricci

General Counsel and Secretary

Green Dot Corporation

December 31 , 2013

Via E -mail
Steven W. Streit
Principal  Financial Officer
Green Dot Corporation
3465 E. Foothill Blvd.
Pasadena, California 91107

Re: Green Dot Corporation
Form 10-K for Fiscal Period Ended  December 31, 2012
Filed March 1, 2013
Form 10 -Q for the Period Ended September 30, 2013
Filed November 8, 2013
  File No. 001-34819

Dear Mr. Streit :

We have reviewed your filing an d have the following 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 within ten business days by amending your filing, by
providing the requested information, or by advising us w hen you will provide the requested
response.   If you do not believe 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 filing and the information you provide in
response to these  comments, we may have  additional comments.

Form 10 -K for Fiscal Period Ended December 31, 2012

Notes to Consolidated Financial Statements

Note 21 – Selected Unaudited Quarterly Financial Information, page 86

1. We note the disclosures that during the fourth quarter of 2012, the company implemented
new control procedures over the settlement of cardholder funds. As a result of these new
contro ls, an error was identified relating to the calculation of overdrawn account balances
that affected the financial results for the first, second and third quarters of 2012. The
company determined that the effects of the error were not material to any previo usly

Steven W. Streit
Green Dot Corporation
December 31 , 2013
Page 2

 reported period but the cumulative effect of correcting the error in the fourth quarter of
2012 would be material. As it relates to the error identified, please address the following:

 Address why the quarterly disclosures only address the 2012 inter im periods when the
fourth quarter of 2011 was also impacted by the error;
 Provide us with the adjust ing entry’s made to the 4th quarter of 2012 financial
statements to correct the error and any related memos that describe the nature of the
adjustments;
 Explain to us, in specific detail, the nature of the new internal controls implemented
that led to the identifi cation of the erro r relating to the overdrawn account balances ;
 Tell us whether the errors helped you to meet or exceed projected earnings for a ny of
the quarters impacted by the error, and
 Provide us with your materiality analysis for all of the periods impacted  by the error.

Form 10 -Q for the Period Ended September 30, 2013

Notes to Consolidated Financial Statements

Note 4 – Accounts Receivable

2. Please tell us and revise in future filings, to address the reasons for classifying accounts
receivable as both current and non -current assets.

Deposits

3. Please revise in future filings, to provide interim period informat ion on deposits similar to
the information provide in Note 8 to the year end audited financial statements.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure in
the filing 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 are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of t he disclosures they have made.

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

 the company 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

Steven W. Streit
Green Dot Corporation
December 31 , 2013
Page 3

  the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any perso n under the federal securities laws of the United States.

 Please address questions regarding all comments to Marc Thomas, Staff Accountant, at
(202) 551 -3452 or, if you thereafter need further assistance, to me at (202) 551 -3752.

Sincerely,

 /s/ Gus Rodriguez

Gus Rodriguez
Accounting Branch Chief

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

April 6, 2012
 Via Email

Steven W. Streit Chairman, President and Chief Executive Officer Green Dot Corporation 605 E. Huntington Drive, Suite 205 Monrovia, CA 91016
Re: Green Dot Corporation
 Form 10-K for Fiscal Year Ended December 31, 2010
Filed February 28, 2011 Form 10-Q for Fiscal Quarter Ended September 30, 2011 Filed November 10, 2011 File No. 001-34819

Dear Mr. Streit:
We have completed our review of your f ilings.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or the filings and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi lings to be certain that the filings include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,
  /s/Mark Webb
Mark Webb Legal Branch Chief

CORRESP
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		2012-01-18 Response to SEC Comment Letter

[Green Dot Corporation Letterhead]

January 18, 2012

VIA EDGAR AND OVERNIGHT DELIVERY

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:

 Mark Webb, Legal Branch Chief,

Matt McNair, Attorney-Adviser

Re:

 Green Dot Corporation

Form 10-K for Fiscal Year Ended December 31, 2010

Filed February 28, 2011

Form 10-Q for Fiscal Quarter Ended September 30, 2011

Filed November 10, 2011

File No. 000-34819

Ladies and Gentlemen:

This letter responds to the comments of the Staff of the Securities and Exchange Commission (the “Staff”) set forth in the letter dated January 3, 2012, from Mr. Mark Webb to Mr. Steven W. Streit of Green Dot Corporation (the “Company”).  For your convenience, we have set forth below each of the Staff's comments in italicized text in the same numbered order in which they appear in your letter.  The Company's response to each Staff comment follows immediately after the text of the corresponding comment.  References to page numbers in our responses are references to the page numbers in the applicable periodic report.

Form 10-K for Fiscal Year Ended December 31, 2010

General

1.

 Please revise future filings, including your next Form 10-K, to disclose your bank acquisition strategy.  In particular, disclose the ways in which you expect your business model to change as a result of the acquisition; for example, disclose whether you intend to offer loans and/or maintain a loan portfolio after the acquisition.  In addition, disclose the strategic benefits you expect to obtain as a result of the acquisition.  Provide us with your proposed revised disclosure.

Response:

The Company will add the disclosure requested by the Staff in future filings, including its next Annual Report on Form 10-K (“Form 10-K”).  The Company has provided below proposed capsule summary disclosure of its bank acquisition strategy, which it intends to include in Item 1 of its next Form 10-K.  Given that the Company does not expect to file its next Form 10-K until February 2012 and the Company has only just begun to prepare its next Form 10-K, the Company reserves the right to make further changes to this proposed disclosure:

1

“Bank Acquisition

“In December 2011, we completed our acquisition of Utah-based Bonneville Bancorp, a bank holding company, and its subsidiary commercial bank, which is now legally named Green Dot Bank.  As a result of this acquisition, which was approved by the Federal Reserve Board and the Utah Department of Financial Institutions, we became a bank holding company.  Pursuant to our commitments to these regulatory authorities, our subsidiary bank continues to conduct the same business it conducted prior to the acquisition, including lending in its local community at not less than its pre-acquisition levels, under its former legal name, Bonneville Bank, at its single Provo, Utah location.  We have also made certain financial commitments with respect to Green Dot Bank, including maintaining a tier 1 leverage ratio of at least 15 percent and a 1:1 ratio of cash or cash equivalents to deposits associated with GPR cards.  Green Dot Bank has not earned a material amount of net income historically.  As of December 31, 2011, it had $[__] million of total assets and $[__] million of net loans as of December 31, 2011.  Other than fulfilling our commitment to continue to lend at pre-acquisition levels in Green Dot Bank's local community, we do not expect to engage in lending activity as a result of the bank acquisition.

“We believe that our bank acquisition enables us to, among other things, (i) offer consumers FDIC-insured transactional accounts, (ii) issue prepaid card and debit card products linked to those transactional accounts, (iii) offer other types of deposit products, such as savings accounts, and (iv) provide settlement services for our reload network.  Over time, we intend to introduce new products or services in each of these categories.

“In addition, we believe that our bank acquisition will provide us with the following strategic benefits:

•

 increase our efficiency in introducing and managing potential new products and services, which are more difficult to accomplish with multiple unaffiliated card issuing banks;

•

 reduce the risk that we would be negatively impacted by one of the banks that issue our cards changing its business practices as a result of, among other things, a change of strategic direction, financial hardship or regulatory developments;

•

 reduce the sponsorship and service fees and other expenses that we incur each year to the third-party banks that issue our cards, and correspondingly increase funds available to us to spend on other aspects of our business, including the ability to invest in further reducing consumer pricing; and

•

 Improve our ability to compete for new program management opportunities, particularly with federal, state, and local government entities.”

2

2.

 We note that you addressed the expected effects of the Durbin Amendment in your third-quarter earnings conference call.  Please revise future filings, including your next Form 10-K, to disclose the information provided in your earnings conference call relating to the effect the Durbin Amendment might have on your business.  Provide us with your proposed revised disclosure.

Response:

In general, the Company agrees with the underlying theme of the Staff's comment and will add disclosure in Item 7 of the next Form 10-K of the expected financial impact of providing monthly fee-free ATM withdrawals under the Walmart MoneyCard program and (ii) remove disclosure in Item 1 of the next Form 10-K of the ACH-based billpay service feature of the Company's general purpose reloadable prepaid debit (“GPR”) cards.  These proposed changes are presented at the end of the Company's response to comment 2.  For the reasons discussed below, the Company believes that the expected financial impact of the Durbin Amendment warrants only qualitative disclosure.

By way of background, to date, the Company has not instituted any changes to its GPR card programs directly to comply with the Durbin Amendment other than to eliminate the ACH-based billpay service feature of its GPR cards.  The Company did not include disclosure of this change in its Form 10-Q for the quarter ended September 30, 2011 because, as the Company noted in its earnings call, disabling this feature was not material to the value proposition of the Company's GPR cards or its overall business, as approximately 2% of cardholders typically used this feature.

The applicable compliance deadline for providing monthly fee-free ATM withdrawals under programs, such as the Walmart Money Card program, is July 21, 2012.  By that date, the Company must provide at least one1 fee-free ATM withdrawal per month for each card issued under the Walmart MoneyCard program (“Free Withdrawals”).  While this change to the program will directly reduce the Company's card revenues, particularly those from ATM fees, the Company believes that this change will indirectly improve the Company's operating revenues by promoting card usage and cardholder retention.  The Company's belief is based on its direct experience; the Company introduced fee-free ATM withdrawals on its Green Dot-branded card portfolio several years ago as an incentive for card usage and cardholder retention, not as a result of regulation, and experienced corresponding increases in these metrics following the introduction of this feature.  In addition to fee-free ATM withdrawals, on regular basis, the Company offers various incentives to customers (e.g., fee waivers) that directly reduce card revenues but are designed to increase, and have increased, product acceptance and sales volume.

In light of the foregoing, the Company respectfully submits that the overall financial impact of Free Withdrawals or any other single customer incentive is not measurable with sufficient precision to be reported in its public filings.  In addition, as is evident in the discussion above, there are many interrelated factors that contribute to changes in the Company's operating revenues between periods, and these factors are typically interdependent such that quantification of individual factors would not be meaningful to an investor.  Accordingly, the Company proposes to include the following qualitative disclosure in its discussion of its operating results under “Management's Discussion and Analysis of Financial Condition and Results of Operations” in its next Form 10-K:

_______________________

1 In light of the compliance deadline of July 21, 2012, for strategic reasons, the Company has deferred determining the exact number of Free Withdrawals until later in 2012.

3

“Under new regulations, we are required to provide at least one fee-free ATM withdrawal per month for each card issued under the Walmart MoneyCard program.  While our card revenues from ATM fees will be negatively impacted by this change, we do not expect that our operating results will be materially impacted because we anticipate that our operating revenues will be positively impacted by increases in card usage and cardholder retention as a result of this change.”

The Company will eliminate the following disclosure from the fourth paragraph under “Our Products and Services-Card Products” of its last Form 10-K in its next Form 10-K:  “In addition, via an online tool, we allow cardholders to manage household and other bills and to make payments to companies or individuals.”  Similar disclosure contained in the second paragraph under “Our Technology Platform-Green PlaNET” of the Company's last Form 10-K will be removed from the same disclosure that appears in the next Form 10-K.

Marketing to Consumers, page 6

3.

 It appears based on your disclosure that improving cardholder retention rates and increasing the number of repeat customers can improve revenue growth and overall profitability, and it appears that improving these metrics is an objective of management.  However, we note the disclosure on page 16 indicating that many of your cardholders use their cards infrequently or do not reload their cards.  Please revise future filings, including your next Form 10-K, to disclose historical retention rates and the historical percentage of repeat customers.  Discuss which promotional or other programs have been successful in increasing retention rates.  Provide us with your proposed revised disclosure.

Response:

In response to the Staff's comment, the Company proposes to revise the following paragraph from “Marketing to Consumers” in Item 1 of its last Form 10-K as follows (and include the updated version in the same location of its next Form 10-K):

“We employ a number of strategies to improve cardholder retention and increase card usage. These strategies are based on research we conduct on an ongoing basis to understand consumer behavior and improve consumer loyalty and satisfaction. For example, we use our points of contact with customers (e.g., our website, email, interactive voice response system, or IVR, and mobile applications) to educate our customers and promote new card features. We also provide incentives for behaviors, such as cash reloading, establishing payroll direct deposit and making frequent purchases with our cards, that we believe increase cardholder retention.  In particular, we believe that our fee waiver program, which eliminates monthly maintenance fees for customers who deposit $1,000 or more to the card or conduct at least 30 transactions with the card during a calendar month, has had a significant impact on improving cardholder retention within certain of our customer segments.  Our GPR cards had an average card lifetime of approximately nine months in each of 2010 and 2011.  While the average card lifetime was flat from 2010 to 2011, we experienced growth in the number of new GPR card activations from repeat customers, or former GPR cardholders, over the same period.  The percentage of new card activations from repeat customers increased from 34% in 2010 to 43% in 2011.”

4

The Company also proposes to revise the following paragraph from “Management's Discussion and Analysis of Financial Condition and Results of Operations-Overview” in its last Form 10-K as follows (and include the updated version in the same location of its next Form 10‑K):

“Number of GPR Cards Activated - represents the total number of GPR cards sold through our retail and online distribution channels that are activated (and, in the case of our online channel, also funded) by cardholders in a specified period. We activated 6.26 million and 4.27 million GPR cards in the twelve months ended December 31, 2010 and 2009, respectively, 2.12 million and 976,000 GPR cards in the five months ended December 31, 2009 and 2008, respectively, and 3.14 million and 2.19 million GPR cards in fiscal 2009 and 2008, respectively.  The number of new GPR card activations from repeat customers, or former GPR cardholders,  in the same comparable periods were 2.16 million and 0.98 million, 0.53 million and 0.18  million, 0.63 million and 0.35 million, respectively.”

Form 10-Q for Fiscal Quarter Ended September 30, 2011

Risk Factors

The industry in which we operate is highly competitive …, page 30

4.

 We note the disclosure in the fourth paragraph on page 30 regarding the risk related to pricing competition.  It appears that certain of the competitors you identify in this risk factor currently offer GPR cards with lower fees (e.g., no activation or monthly maintenance fees) that provide features and benefits similar to those provided by your GPR cards.  Please revise this risk factor in the future to disclose, if accurate, that certain GPR card issuers provide, or may provide, GPR cards that offer features and benefits similar to yours at a lower cost to consumers.  Consider revising the document elsewhere to explain the extent to which you believe your pricing strategy will affect sales.  For example, differentiate the services you provide from those provided by your competitors and/or explain why you believe consumers will choose your products instead of competitors' products.  We note the disclosure indicating that to stay competitive, you may have to increase the incentives you offer your retail distributors and decrease the prices of your products and services.  Provide us with your proposed revised disclosure.

Response:

In response to the Staff's comment, the Company proposes to revise the fourth paragraph of the risk factor noted in the Staff's comment as follows (and include the updated version in the same location of its next Form 10-K):

“Many existing and potential competitors have longer operating histories and greater name recognition than we do. In addition, many of our existing and potential competitors are substantially larger than we are, may already have or could develop substantially greater financial and other resources than we have, may offer, develop or introduce a wider range of programs and services than we offer or may use more effective advertising and marketing strategies than we do to achieve broader brand recognition, customer awareness and retail penetration. We also face price competition that results in decreases in the purchase and use of our products and services, particularly from GPR card providers that offer comparable GPR cards to certain consumer segments.  If price competition materially intensifies or affects a

5

greater number of our customer segments, we may have to increase the incentives that we offer to our retail distributors and decrease the prices of our products and services, which could adversely affect our operating results."

After reconsidering its other disclosures in light of comment 4, the Company has determined not to disclose of the impact of price competitio

January 3, 2012
 Via Email

Steven W. Streit Chairman, President and Chief Executive Officer Green Dot Corporation 605 E. Huntington Drive, Suite 205 Monrovia, CA 91016
Re: Green Dot Corporation
 Form 10-K for Fiscal Year Ended December 31, 2010
Filed February 28, 2011 Form 10-Q for Fiscal Quarter Ended September 30, 2011 Filed November 10, 2011 File No. 001-34819

Dear Mr. Streit:
 We have reviewed your 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 your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
            Form 10-K for Fiscal Year Ended December 31, 2010

 General

1. Please revise future filings, including your next Form 10-K, to disclose your bank
acquisition strategy.  In partic ular, disclose the ways in which you expect your business
model to change as a result of the acquisition; for exampl e, disclose whether you intend
to offer loans and/or maintain a loan portfo lio after the acquisition.  In addition, disclose
the strategic benefits you expect to obtain as  a result of the acquisi tion.  Provide us with
your proposed revised disclosure.
2. We note that you addressed the expected eff ects of the Durbin Amendment in your third-
quarter earnings conference call.  Please revi se future filings, incl uding your next Form

Steven W. Streit Green Dot Corporation January 3, 2012 Page 2

 10-K, to disclose the information provided in  your earnings conferen ce call relating to the
effect the Durbin Amendment might have on your business.  Provide us with your
proposed revised disclosure.
Marketing to Consumers, page 6

3. It appears based on your di sclosure that improving car dholder retention rates and
increasing the number of repeat customer s can improve revenue growth and overall
profitability, and it appears that improving thes e metrics is an objective of management.
However, we note the disclosure on page 16 indicating that many of  your cardholders use
their cards infrequently or do not reload th eir cards.  Please revise future filings,
including your next Form 10-K, to disclose historical retention ra tes and the historical
percentage of repeat customers.  Discuss wh ich promotional or other programs have been
successful in increasing retention rates.  Provide us with your proposed revised
disclosure.
 Form 10-Q for Fiscal Quarter Ended September 30, 2011

 Risk Factors

The industry in which we operate is highly competitive …, page 30

4. We note the disclosure in the fourth paragraph on page 30 re garding the risk related to
pricing competition.  It appears that certain of the competitors you identify in this risk
factor currently offer GPR cards with lower fees (e.g., no activation or monthly
maintenance fees) that provide features and benefits similar to those provided by your
GPR cards.  Please revise this risk factor in th e future to disclose, if  accurate, that certain
GPR card issuers provide, or may provide, GP R cards that offer features and benefits
similar to yours at a lower cost to consumer s.  Consider revising the document elsewhere
to explain the extent to which you believe your  pricing strategy will affect sales.  For
example, differentiate the services you provi de from those provided by your competitors
and/or explain why you believe consumer s will choose your products instead of
competitors’ products.  We note the disclosure indicating that to stay competitive, you
may have to increase the incentives you offe r your retail distributors and decrease the
prices of your products and se rvices.  Provide us with your proposed revised disclosure.
 Changes in laws and regulations to  which we are subject …, page 31

5. Please revise future filings, including your next Form 10-K, to disclose whether any
pending state or federal legislation, or other pending rules or restri ctions, would have a
negative effect on your business.  For example,  disclose whether any proposed legislation
would limit the amount of debit card fees th at can be charged and explain how such
legislation could affect your business.  Provi de us with your proposed revised disclosure.

Steven W. Streit Green Dot Corporation January 3, 2012 Page 3

 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 include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure 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 not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

Please contact Matt McNair, Attorney-Advi ser, at (202) 551-3583 or me at
(202) 551-3698 with any questions.
Sincerely,
   /s/Mark Webb
Mark Webb
Legal Branch Chief

CORRESP
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corresp

Green Dot Corporation

605 East Huntington Drive, Suite 205

Monrovia, California 91016

December 3, 2010

Via EDGAR and Facsimile (206) 389-4511

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Attention:

    Michael R. Clampitt

Matt McNair

         Re:

    Green Dot Corporation

Registration Statement on Form S-1 (File No. 333-170467)

Acceleration Request

         Requested Date:

    December 7, 2010

         Requested Time:

    11:00 A.M. Eastern Standard Time

Ladies and Gentlemen:

     Green Dot Corporation (the “Registrant”) hereby requests that the Securities and Exchange
Commission (the “Commission”) take appropriate action to make the above-captioned Registration
Statement on Form S-1 effective at the “Requested Date” and “Requested Time” set forth above or as
soon thereafter as practicable.

     The Registrant hereby authorizes William Hughes, of Fenwick & West LLP, to orally modify or
withdraw this request for acceleration.

     The Registrant hereby acknowledges that:

    •

    should the Commission or the staff, acting pursuant to delegated authority, declare
the filing effective, it does not foreclose the Commission 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 Registrant from its full
responsibility for the adequacy and accuracy of the disclosure in the filing; and

    •

    the Registrant may not assert the staff comments and 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.

     We request that we be notified of such effectiveness by a telephone call to Mr. Hughes at
(415) 875-2479, or in his absence Philip Reuther at (650) 335-7828. We also respectfully request
that a copy of the written order from the Securities and Exchange Commission verifying the
effective time and date of such Registration Statement be sent to Fenwick & West LLP, attention:
Philip Reuther, via facsimile to (650) 938-5200.

    Sincerely,

Green Dot Corporation

    By:
    /s/ John L. Keatley

    Name:
    John L. Keatley

    Title:
    Chief Financial Officer

    cc:

    William Hughes, Fenwick & West LLP

December 3, 2010

Via EDGAR and Facsimile

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

              Re:

    Green Dot Corporation (the “Company”)

Registration Statement on Form S-1 (File No. 333-170467)

Ladies and Gentlemen:

     As underwriters of the offering pursuant to the above-captioned Registration Statement on Form
S-1 (the “Registration Statement”), we hereby join in the request of the Company that the effective
time of the Registration Statement be accelerated so that the Registration Statement becomes
effective at 11 a.m. New York City Time on December 7, 2010, or as soon thereafter as practicable.

     In connection with this acceleration request and pursuant to Rule 460 of the General Rules and
Regulations under the Securities Act of 1933, the following information is provided with respect to
the distribution of the preliminary prospectus included in the Registration Statement filed with
the Commission on December 2, 2010 through the date hereof:

    To Whom Distributed

    Number of Copies

    Institutions, Brokers and Others

    Approximately 1,650

     We will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934.

     The Commission is advised that the amount of compensation to be allowed or paid to the
underwriters in connection with the offering and to be disclosed in the Registration Statement, as
amended, will not exceed the amount that is cleared with the Financial Industry Regulatory
Authority.

[Signature pages follow.]

    Very truly yours,

J.P. MORGAN SECURITIES LLC

    By
       /s/ Alice Takhtajan

    Name:
    Alice Takhtajan

    Title:
    Vice President

[Signature Page to Underwriter Acceleration Request]

    MORGAN STANLEY & CO. INCORPORATED

    By
       /s/ John Tyree

    Name:
    John Tyree

    Title:
    Managing Director

[Signature Page to Underwriter Acceleration Request]

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

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[Fenwick & West LLP Letterhead]

July 20, 2010

VIA EDGAR AND OVERNIGHT DELIVERY

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Mail Stop 4561

Attention: Christian Windsor, Esq.

    Re:

    Green Dot Corporation

Registration Statement on Form S-1

Filed February 26, 2010

File No. 333-165081

Dear Mr. Windsor:

     Further to our telephone conversations on July 19, 2010, we are submitting, on behalf of our
client, Green Dot Corporation (the “Company”), this letter to address the following matters
relating to the content of the section captioned “Preliminary Second Quarter Results” on page 5 of
the Company’s Registration Statement on Form S-1 (File No. 333-165081) (the “Registration
Statement”):

    1.

    The Company advises the Staff of the Commission (the “Staff”) that the
Company has evaluated the estimated ranges of total operating revenue and net
income for the three months ended June 30, 2010 (collectively, the “Range
Estimates”) and believes that they reflect its best estimate of the financial
metrics subject to the Range Estimates, recognizing in each case that the Company
is providing Range Estimates because it cannot fully predict the impact of various
items subject to management judgment and Ernst & Young LLP, the Company’s
independent registered accounting firm, has only recently begun its SAS 100 review
of the Company’s interim condensed consolidated financial statements.

    2.

    The Audit Committee of the Company’s Board of Directors and the Company’s Management
Disclosure Committee (collectively, the “Committees”) perform an important oversight function
and a key component of the Company’s internal control over financial reporting. These
Committees have yet to commence their review of the Company’s interim consolidated financial
statements for the three months ended June 30, 2010 and perform their oversight function over
critical accounting policy matters, including significant estimates involving management
judgment.

    3.

    Listed below are the primary factors that have contributed materially to the spread reflected
in the Range Estimates, each of which is expected receive significant attention from the Committees during
their respective reviews. These factors involve highly subjective estimates and assumptions,
requiring significant management judgment, that have

Securities and Exchange Commission

July 20, 2010

Page 2

    arisen for the first time in connection with the Company’s
interim condensed consolidated financial statement process for the quarter ended
June 30, 2010:

    a.

    Contra Revenue Associated With the Company’s Equity
Issuance to Wal-Mart Stores, Inc. As discussed on page 44 of the
Registration Statement, the Company will record each month the fair value
of certain shares of its Class A Common Stock (the “common stock”) that are
no longer subject to its right to repurchase, and this will be recognized
as stock-based retailer incentive compensation, a contra-revenue component
of its total operating revenues. In determining the fair value of the
common stock, the Company’s Board of Directors, with input from management
and an independent valuation firm, uses various financial models that
involve highly-subjective inputs as fully described in the disclosure that
appears on pages 62-65 of the Registration Statement. Although a common stock fair value has been determined by the Company’s Board of Directors, the
Committees have not completed their respective reviews of how management has used this common stock value in
calculating the contra revenue amounts for the three months ended June 30, 2010. However,
management expects that the estimate of contra revenue will result in an amount of total operating
revenue that is within the Range Estimates.

    b.

    Tax Provision Adjustments. The Company’s estimated tax
provision contains a number of material items that are subject to
significant estimates, assumptions and judgments by management of the
Company.

    i.

    Impact of Tax Credits. As discussed
on page F-39 of the Registration Statement, during the three
months ended June 30, 2010, the Company received approval from
California tax authorities to use an alternative apportionment
method in determining its tax liability in California. This
approval was based on a petition filed in 2009 and was applied
retroactively to the twelve months ended July 31, 2009 and the
five months ended December 31, 2009. The tax benefit associated
with the retroactive application of this apportionment change is
required to be recognized in the period in which the approval was
granted, based on an estimate which required management to make
significant judgments with respect to how much income must now be
apportioned to California and other states in which the Company
has income tax filing requirements.

    ii.

    Impact of Future Offering Expenses. Since the Company is not receiving proceeds from the
offering provided for in the Registration Statement, it has written off the cost of such offering,
which is recorded as a non-deductible expense for income tax purposes. In determining its
effective tax rate for the quarter, the

Securities and Exchange Commission

July 20, 2010

Page 3

    management was required to estimate
non-deductible expenses related to the offering for the remainder
of the fiscal year.

    While the estimates used in determining the effective tax rate for the three months ended June
30, 2010 are based upon the best information available to management and will result in an
effective tax rate that will result in net income within the Range Estimates, the Committees have
yet to be presented with the final analysis and conclude that management’s estimates are
appropriate.

    c.

    Impact of Book-Keeping Procedures.
While the Company’s monthly book keeping procedures are expected
to be substantially complete by the date and time the Company is
requesting acceleration of effectiveness of the Registration
Statement, certain procedures designed to ensure that management’s
estimates of various accruals are appropriately accrued will not
be completed until later in the month.

    4.

    The Company advises the Staff that the Company has consistently
provided the Range Estimates to potential investors in connection with its “road
show” presentations and meetings. In addition, the Company respectively advises
the Staff that, as one might expect with any “growth company,” potential investors
have rarely asked about the Company’s results for the three months ended June 30,
2010, and when they have so inquired the Company has provided them only with
information about its second quarter results that can be obtained from the
Registration Statement.

     Please direct your questions or comments regarding this letter to the undersigned by telephone
to (415) 875-2479 or by facsimile to (415) 281-1350.

     Thank you for your assistance.

    Very truly yours,

    /s/ William L. Hughes

    William L. Hughes

    cc:

     John C. Ricci, Esq.

John L. Keatley

Green Dot Corporation

    William V. Fogg, Esq.

Daniel O’Shea, Esq.

Cravath, Swaine & Moore LLP

Worldwide Plaza

825 Eighth Avenue

New York, New York 10019

Securities and Exchange Commission

July 20, 2010

Page 4

    Laird H. Simons III, Esq.

James D. Evans, Esq.

Fenwick & West LLP

801 California Street

Mountain View, CA 94041

CORRESP
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Green Dot Corporation

605 East Huntington Drive, Suite 205

Monrovia, California 91016

July 19, 2010

Via EDGAR and Facsimile (703) 813-6983

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Attention:

    Christian Windsor

Gregory Dundas

    Re:

    Green Dot Corporation

Registration Statement on Form S-1 (File No. 333-165081)

Acceleration Request

     Requested Date: July 21, 2010

     Requested Time: 2:00 P.M. Eastern Daylight Time

Ladies and Gentlemen:

     Green Dot Corporation (the “Registrant”) hereby requests that the Securities and Exchange
Commission (the “Commission”) take appropriate action to make the above-captioned Registration
Statement on Form S-1 effective at the “Requested Date” and “Requested Time” set forth above or as
soon thereafter as practicable.

     The Registrant hereby authorizes William Hughes, of Fenwick & West LLP, to orally modify or
withdraw this request for acceleration.

     The Registrant hereby acknowledges that:

    •

    should the Commission or the staff, acting pursuant to delegated authority, declare
the filing effective, it does not foreclose the Commission 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 Registrant from its full
responsibility for the adequacy and accuracy of the disclosure in the filing; and

    •

    the Registrant may not assert the staff comments and 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.

     We request that we be notified of such effectiveness by a telephone call to Mr. Hughes at
(415) 875-2479, or in his absence Philip Reuther at (650) 335-7828. We also respectfully request
that a copy of the written order from the Securities and Exchange Commission verifying the
effective time and date of such Registration Statement be sent to Fenwick & West LLP, attention:
Philip Reuther, via facsimile to (650) 938-5200.

    Sincerely,

Green Dot Corporation

    By:
    /s/ John L. Keatley

    Name:
    John L. Keatley

    Title:
    Chief Financial Officer

cc: William Hughes, Fenwick & West LLP

EXECUTION COPY

July 19, 2010

Via EDGAR and Facsimile

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

               Re:

    Green Dot Corporation (the “Company”)

Registration Statement on Form S-1 (File No. 333-165081)

Ladies and Gentlemen:

     As Representatives of the several underwriters of the offering pursuant to the above-captioned
Registration Statement on Form S-1 (the “Registration Statement”), we hereby join in the request of
the Company that the effective time of the Registration Statement be accelerated so that the
Registration Statement becomes effective at 2:00 p.m. New York City Time on July 21 2010, or as
soon thereafter as practicable.

     In connection with this acceleration request and pursuant to Rule 460 of the General Rules and
Regulations under the Securities Act of 1933, the following information is provided with respect to
the distribution of the preliminary prospectus included in the Registration Statement filed with
the Commission on July 9, 2010 through the date hereof:

    To Whom Distributed

    Number of Copies

    Institutions, Brokers and Others

    Approximately 8,125

     We have been informed by the participating underwriters that they will comply with the
requirements of Rule 15c2-8 under the Securities Exchange Act of 1934.

     The Commission is advised that the amount of compensation to be allowed or paid to the
underwriters in connection with the offering and to be disclosed in the Registration Statement, as
amended, will not exceed the amount that is cleared with the Financial Industry Regulatory
Authority.

[Signature pages follow.]

    Very truly yours,

J.P. MORGAN SECURITIES INC.

    By
    /s/ Alice Takhtajan

    Name:
    Alice Takhtajan

    Title:
    Vice President

[Signature Page to Underwriter Acceleration Request]

    MORGAN STANLEY & CO. INCORPORATED

    By

/s/ John
Tyree

    Name:
    John Tyree

    Title:
    Managing Director

[Signature Page to Underwriter Acceleration Request]

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

      DIVISION OF
CORPORATION FINANCE

May 13, 2010

By U.S. Mail and Facsimile (415) 281-1350
John C. Ricci General Counsel Green Dot Corporation 605 East Huntington Drive, Suite 205 Monrovia, California 91016
Re: Green Dot Corporation
 Amendment No. 2 to Registration Statement on Form S-1
Filed April 26, 2010
 File No. 333-165081
Dear Mr. Ricci:

We have reviewed your amendment and response dated April 26, 2010 and have the
following comments.  Where indicated, we think you should revise your document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may or may not raise additional comments.
The purpose of our review process is to assist you in your compliance with the applicable
disclosure requirements and to enhance the overall disclosure in your filing.  We welcome any questions you may have about our comments or on a ny other aspect of our review.  Feel free to
call us at the telephone numbers listed at the end of this letter.  General

 1. We note your response to prior comment two and that you performed the tests of significance under Rule 1-02(w) of Regulati on S-X utilizing the most recent audited
consolidated financial information (i.e. as of December 31, 2009).   Tell us the basis for using this timeframe to determine the tests of significance in light of the fact that the Company changed its fiscal year and the transition period was less than nine months.

John C. Ricci
Green Dot Corporation
May 13, 2010 Page 2

Tell us what consideration the Company gave to utilizing the most recently completed
audited fiscal year prior to the change (i.e. July 31, 2009) addressing the results of the significance tests if this date were used.
Prospectus Summary, page 1

 2. Revise your disclosure regarding your agreement with PayPal, both in the summary and in the Management’s Discussion, to balance your discussion by noting that the amount of business done through PayPal during the stub period has not been significant to this point.
 Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

Critical Accounting Policies and Estimates

Reserve for Uncollectible Overdrawn Accounts, page 53
  3. We note your response to prior comment 11 as well as the additional disclosures included within the filing. Given you use actual historical collection rates as a basis for your estimate, please tell us and revise to disclose the following:
• For reloadable cards where there has been no activity in the most recent thirty day period and the actual collection rate is in the 10% range, quantify the amounts (number of accounts and aggregate amount) and address why the Company waits until the cardholder account has more than ninety days of inactivity before the full amount is written-off;
• Clarify what is meant by the disclosure “more than 90 days of inactivity” when determining the timing of recording a full write-off;
• Address whether the Company records a reserve of 90% during the initial 30 days of inactivity and records the remaining 10% write-off after  ninety days;
• Tell us whether the payments terms of the amounts owed to card issuing banks for overdrawn accounts coincides with the timing of the company write-offs for accounts that are inactive and overdrawn. In your response, address what party makes the determination as to when an overdrawn account is closed; and
• Confirm that your accounting for overdrawn accounts where you have determined there to be a 60-70% collection rate is consistent with your accounting where you have determined there to be a 10% collection rate.

John C. Ricci
Green Dot Corporation
May 13, 2010 Page 3

Business, page 60
 4. We note your response to our prior comment 16.  Please expand your disclosure to briefly clarify how your cards interoperate with Visa and other networks.  For example, do they carry the Visa (or other) logo, and can they be used in all kinds of transactions where a Visa/MasterCard is accepted?
 Executive Compensation, page 87

 5. In the last paragraph of the section Histor ical Compensation Decision Process, on page
88, you indicate that your historic compensation practices may not be “indicative of how (Green Dot) will compensate our named executive officers” in the future.  If you have any current plans to revise your compensation policies, or the manner in which the amount of compensation awards are calculated, so that they will be materially different than the amounts and policies presented in this section, revise to discuss those expected changes.
 6. Revise your disclosure to discuss how the award of new shares to replace awards that had expired is consistent with your compensation program.
 Principal and Selling Stockholders, page 107

 7. We note your response to our prior comment no. 18.  Please note that listing shareholders as a group is only appropriate if the aggregate holdings of the group are less than 1% of the class prior to the offering.  Please refer to Compliance and Disclosure Interpretations 240.01.

*      *      *

Closing Comments

As appropriate, please amend your registration statement in response to these comments.
You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested supplemental information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.

John C. Ricci
Green Dot Corporation May 13, 2010 Page 4

You may contact Marc Thomas, Staff A ccountant, at (202) 551-3452 or Hugh West,
Accounting Branch Chief, at (202) 551-3872 if you have questions regarding comments on the
financial statements and related matters.  Pl ease contact Gregory Dundas at (202) 551-3436 or
me at (202) 551-3419 with any other questions.

         S i n c e r e l y ,              C h r i s t i a n  W i n d s o r          Special Counsel  cc: Laird H. Simmons III, Esq.
William L. Hughes, Esq. James D. Evans, Esq. Fenwick & West LLP 801 California Street Mountain View, California 94041
 William V. Fogg, Esq.  Daniel O’Shea, Esq.  Cravath, Swaine & Moore LLP  Worldwide Plaza  825 Eighth Avenue  New York, New York, 10019

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

      DIVISION OF
CORPORATION FINANCE

March 25, 2010

By U.S. Mail and Facsimile (415) 281-1350
John C. Ricci General Counsel Green Dot Corporation 605 East Huntington Drive, Suite 205 Monrovia, California 91016
Re: Green Dot Corporation
 Registration Statement on Form S-1
Filed February 26, 2010
 File No. 333-165081
Dear Mr. Ricci:

We have reviewed your filing and have the following comments.  Where indicated, we
think you should revise your document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may or may not raise additional comments.
The purpose of our review process is to assist you in your compliance with the applicable
disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.  Form S-1

General Comments on This Filing

1. Please provide a price range, indicate the number of shares being offered, and fill in all corresponding blanks as soon as possible.  Since the price range, in particular, triggers a number of disclosure matters, we will need sufficient time to process the amendments

John C. Ricci
Green Dot Corporation
March 25, 2010 Page 2

when it is included.  Please understand that its effect on disclosure throughout the
document may cause us to raise issues on areas not previously commented on.
 2. We note that the company entered into a definitive agreement in February of 2010 to acquire a bank holding company.  Please revise your disclosure to identify the target company in the anticipated acquisition and disclose all material information concerning the merger transaction, the merger agreement, and the target.  In particular, provide the audited and pro forma financial statements required by Rule 3-05 and Article 11 of Regulation S-X respectively.   File the merger agreement as an exhibit or provide your analysis identifying how you determined that the agreement did not need to be filed as an exhibit.
 3. Tell us how you concluded that your agreement with PayPal was not a material contract, or otherwise did not need to be filed as an exhibit to the registration statement.  Please refer to Item 601(b)(10) of Regulation S-K.
 4. Please revise the registration statement to provide updated financial statements and provide a current consent in your next amendment.  Refer to Rule 3-12 of Regulation  S-X.
 5. We note in several instances throughout your registration statement that you provide “proforma-as adjusted” information, often in columnar format (for example, in the Capitalization table provided on page 28).  Considering (in the example previously referenced) footnote (1) to the table discusses variability and that amounts may change, it is not clear as to the overall purpose of this column in your table.  Please advise or revise to remove this column throughout your registration statement and move the footnote reference to the preceding column (i.e. Proforma column).

Use of Proceeds, page 27

6. Please clarify to what extent the current proceeds will be used for the anticipated acquisition.

Management’s Discussion and Analysis of Financial Condition, page 35

General

7. You state on page 9 that many of your cardholde rs use their cards infrequently or do not
reload their cards.  To the extent available, please provide statistics regarding card usage and retention, both current percentages and trends over the last five years.
8. In a number of locations throughout the document, you point to the fact that Wal-Mart and three of your other distributors contri buted for more than 87% of your operating
revenue.   On page F-30, it appears that one of your largest suppliers, CVS, declined from

John C. Ricci
Green Dot Corporation
March 25, 2010 Page 3

17% to 0% of your settlement assets from July 2008 to October 2009.  Please tell us, with
a view towards revised disclosure, the reason for such a decline in the amount of settlement assets from one of your largest customers.
9. Please tell us if you have generated, as of the most recent stub period, any significant revenues or card sales as a result of your agreement with PayPal.
Operating Expenses, page 39

10. On page 60 you indicate that part of your growth strategy going forward will be to “broaden awareness of the Green Dot brand.”  However, in your most recent stub period, you spend less on television and in-store advertising.  Please revise your discussion to provide management’s view as to how your revised spending on advertising affects your
expected growth strategy.
 Critical Accounting Policies and Estimates

Reserve for Uncollectible Overdrawn Accounts, page 51

11. We note the continued increase in the provision for uncollectible overdrawn accounts being recognized in each fiscal and interim period presented.  So that the reader will have a better understanding of the nature of and types of these losses please address the following:
• Address why it is appropriate to recognize monthly maintenance fees on any of the
types of cards (reloadable or non-reloadable) outstanding which are not active or which have insufficient funds;
• Address how the company determines the collectability of these maintenance fees on the date these revenues are recorded;
• Address the actual collectability rates of these receivables on these types of cards;
• Explain the relationship of the “amounts due to issuing banks for overdrawn accounts” to the accounts receivable amounts being recorded by the Company;
• Address the specific repayment terms of the “amounts due to issuing banks for overdrawn accounts” as noted in the contractual agreements; and
• Provide us with an aging analysis of the accounts receivable as of July 31, 2009 and a more recent interim or audited period.

Stock-Based Compensation, page 51

12. Please revise to disclose, in greater detail, the significant additional factors considered and assumptions made in determining the fair value of the underlying common stock at each option grant date.  Your disclosures should describe and quantify each of the significant assumptions for each of the valuation periods and describe the basis for those determinations.  Your disclosures should address how the market and income approaches were weighted at each valuation date and explain the basis for that weighting.  You

John C. Ricci
Green Dot Corporation
March 25, 2010 Page 4

should also describe, in greater detail, how you allocated the enterprise value between
your preferred and common stock.
 13. Discuss, in greater detail, each significant factor contributing to the difference between the estimated IPO price and the fair value determined, as of the date of each grant and equity-related issuance.  This reconciliation should describe significant intervening events within the company and changes in assumptions as well as the weighting and selection of valuation methodologies employed that explain the changes in the fair value of your common stock up to the filing of the registration statement.
 14. Tell us your proposed IPO price, when you first initiated discussions with underwriters, and when the underwriters first communicated their estimated price range and amount for your stock.
 15. Consider revising your disclosure to include the intrinsic value of all outstanding vested and unvested options based on the difference between the estimated IPO price and the exercise price of the options outstanding as of the most recent balance sheet date included in the registration statement.
 Business, page 56

 16. In both this section and in the Summary, you promote “network effects” achieved through your Green PlaNET network as a competitive advantage that you have over other participants.  However, you also indicate that many of your users conduct their transactions through either the VISA or MasterCard networks.  Also, it appears that network interchange fees account for a signifi cant percentage of your revenues.  Please
revise this section to explain how your Green PlaNET network operates in conjunction
with the card interchange networks that your customers use to conduct transactions using their cards.  Make conforming changes to the similar disclosure in the Summary.
17. Revise your disclosure on page 60 to explain how Green Dot is more vertically integrated than its competitors.  Make conforming changes to your disclosure in the Summary.
Principal and Selling Stockholders, page 98

 18. We note the designation “other selling stockholders” at the bottom of the stockholders tables on pages 98 and 101.  Please revise to add the names of the additional selling shareholders.  Refer to Item 507 of Regulation S-K.
   Description of Capital Stock, page 102

John C. Ricci
Green Dot Corporation
March 25, 2010 Page 5

19. Revise this section to discuss any differen ces between the Class A and Class B shares
with regards to distributions.  Please clarify if the Board can declare a dividend or other distribution for one class of common shareholders and not for another.
 Underwriting, page 110

 20. Please revise to clarify that the underwriting arrangements apply to the selling stockholder shares as well as shares being issued by the company.
 Consolidated Balance Sheets, page F-3

 21. We note the pro forma disclosure of the outstanding convertible preferred stock into common stock.  Given that there will be two classes of common stock outstanding (Class A and B), the disclosures should be revised to indicate into which class of common stock these converted preferred shares will be converted.  Please advise and revise as necessary.
Consolidated Statement of Operations, page F-4

 22. We note that in connection with this offering, the Company will now have two classes of common stock.  Please tell us what consideration you have given to the two-class method earnings per share presentation on a pro forma basis.  We refer you to ASC 260-10-45 paragraphs 59A-60B and Rule 11-01(a) (8) of Regulation S-X as well as the disclosure requirements of ASC 260-10-50.  Please advise and revise as necessary.
  Notes to Consolidated Financial Statements

Note 1.  Unaudited Pro Forma Information, page F-7
25. Please revise to disclose the rights and terms associated with each of the two classes of common stock.
 Note 11.  Stock-Based Compensation, page F-23

26. Please consider revising to include the following disclosures for options granted and other equity instruments awarded during the 12 months prior to the date of the most recent balance sheet included in the filing:

• For each grant date, the number of options or shares granted, the exercise price, the fair value of the common stock, and the intrinsic value, if any, per option (the number of options may be aggregated by month or quarter and the information presented as weighted-average per share amounts); and

John C. Ricci
Green Dot Corporation
March 25, 2010 Page 6

• Whether the valuation used to determine the fair value of the equity instruments was
contemporaneous or retrospective.
  Continue to provide us with updates to the requested information for all equity related transactions subsequent to this request through the effective date of the registration statement.
  Recent Sales of Unregistered Securities, page II-2

 27. With respect to items 1-3, please revise to state the specific exemption relied on.  For each Regulation D offering, state whether you relied on Rule 504, 505 or 506.

*      *      *

Closing Comments

As appropriate, please amend your registration statement in response to these comments.
You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested supplemental information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
We direct your attention to Rules 460 and 461 regarding requesting acceleration of a
registration statement.  Please allow adequate time after the filing of any amendment for further review before submitting a request for acceleration.  Please provide this request at least two business days in advance of the requested effective date.    We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors
require for an informed decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.       Notwithstanding our comments, in the event the company requests acceleration of the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that
 ‚ should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

John C. Ricci
Green Dot Corporation March 25, 2010 Page 7

‚ 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 this action as defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
  In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Division of Corporation Finance in connection with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the registration
statement as a confirmation of the fact that those requesting acceleration are aware of their
respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement.  We will act on the request and, pursuant to delegated authority, grant acceleration of the effective date.
You may contact Marc Thomas, Staff A ccountant, at (202) 551-3452 or Hugh West,
Accounting Branch Chief, at (202) 551-3872 if you have questions regarding comments on the financial statements and related matters.  Pl ease contact Gregory Dundas at (202) 551-3436 or
me at (202) 551-3419 with any other questions.

         S i n c e r e l y ,              C h r i s t i a n  W i n d s o r          Special Counsel  cc: Laird H. Simmons III, Esq.
William L. Hughes, Esq. James D. Evans, Esq. Fenwick & West LLP 801 California Street Mountain View, California 94041
 William V. Fogg, Esq.  Daniel O’Shea, Esq.  Cravath, Swaine & Moore LLP  Worldwide Plaza  825 Eighth Avenue  New York, New York, 10019