Table of Contents As filed with the Securities and Exchange Commission on April 26, 2010 Registration No. 333-165081 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GREEN DOT CORPORATION (Exact name of Registrant as specified in its charter) Delaware 6199 95-4766827 (State or other jurisdiction of (Primary standard industrial (I.R.S. employer incorporation or organization) classification code number) identification no.) 605 East Huntington Drive, Suite 205 Monrovia, CA 91016 (626) 739-3942 (Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices) John C. Ricci General Counsel Green Dot Corporation 605 East Huntington Drive, Suite 205 Monrovia, CA 91016 (626) 739-3942 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Laird H. Simons III, Esq. William V. Fogg, Esq. William L. Hughes, Esq. Daniel A. O’Shea, Esq. James D. Evans, Esq. Cravath, Swaine & Moore LLP Fenwick & West LLP Worldwide Plaza 801 California Street 825 Eighth Avenue Mountain View, CA 94041 New York, NY 10019 (650) 988-8500 (212) 474-1000 Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. o If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer o Accelerated filer o Non-accelerated filer Smaller reporting company o (Do not check if a smaller reporting company) The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. Table of Contents The information in this preliminary prospectus is not complete and may be changed. Neither we nor the selling stockholders may sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities, and neither we nor the selling stockholders are soliciting an offer to buy these securities, in any state where the offer or sale is not permitted. PRELIMINARY PROSPECTUS Subject to completion, dated April 26, 2010 Shares Class A Common Stock This is an initial public offering of shares of the Class A common stock of Green Dot Corporation. We are selling shares of our Class A common stock, and the selling stockholders are selling shares of our Class A common stock. We will not receive any proceeds from the sale of shares of our Class A common stock by the selling stockholders. The estimated initial public offering price is between $ and $ per share. We have two classes of authorized common stock – Class A common stock and Class B common stock. The rights of the holders of our Class A common stock and our Class B common stock are virtually identical, except with respect to voting and conversion. Each share of our Class A common stock is entitled to one vote per share. Each share of our Class B common stock is entitled to ten votes per share and will be convertible at any time into one share of our Class A common stock. We intend to apply for the listing of our Class A common stock on the NYSE under the symbol ‘‘GDOT.” Per Share Total Initial public offering price $ $ Underwriting discounts and commissions $ $ Proceeds to Green Dot, before expenses $ $ Proceeds to the selling stockholders, before expenses $ $ Green Dot and the selling stockholders have granted the underwriters an option, for a period of 30 days from the date of this prospectus, to purchase from them up to additional shares of our Class A common stock to cover over-allotments, if any. Investing in our Class A common stock involves a high degree of risk. See “Risk Factors” beginning on page 9 of this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed on the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. Delivery of the shares of our Class A common stock will be made on or about , 2010. J.P. Morgan Morgan Stanley Deutsche Bank Securities Piper Jaffray UBS Investment Bank , 2010 TABLE OF CONTENTS Page Prospectus Summary 1 Risk Factors 9 Special Note Regarding Forward-Looking Statements 26 Industry and Market Data 27 Use of Proceeds 28 Dividend Policy 28 Capitalization 29 Dilution 31 Selected Consolidated Financial Data 33 Management’s Discussion and Analysis of Financial Condition and Results of Operations 36 Business 60 Management 81 Executive Compensation 87 Transactions with Related Parties, Founders and Control Persons 105 Principal and Selling Stockholders 107 Description of Capital Stock 111 Shares Eligible for Future Sale 116 Underwriting 119 Legal Matters 123 Experts 123 Where You Can Find Additional Information 123 Index to Consolidated Financial Statements F-1 You should rely only on the information contained in this prospectus or in any free writing prospectus prepared by or on behalf of us and delivered or made available to you. Neither we nor the selling stockholders have authorized anyone to provide you with information different from that contained in this prospectus. We and the selling stockholders are offering to sell, and seeking offers to buy, shares of our Class A common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our Class A common stock. Our business, financial condition, results of operations and prospects may have changed since that date. No action is being taken in any jurisdiction outside the United States to permit a public offering of our Class A common stock or possession or distribution of this prospectus in that jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside the United States are required to inform themselves about and to observe any restrictions as to this offering and the distribution of this prospectus applicable to that jurisdiction. Until , 2010, all dealers that buy, sell or trade in our Class A common stock, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. Table of Contents PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all the information you should consider before investing in our Class A common stock. You should read the entire prospectus carefully, including the section entitled “Risk Factors” and our consolidated financial statements and related notes included elsewhere in this prospectus, before making an investment in our Class A common stock. Green Dot Corporation Green Dot is a leading prepaid financial services company providing simple, low-cost and convenient money management solutions to a broad base of U.S. consumers. We believe that we are the leading provider of general purpose reloadable prepaid debit cards in the United States and that our Green Dot Network is the leading prepaid reload network in the United States. We sell our cards and offer our reload services nationwide at approximately 50,000 retail store locations, which provide consumers convenient access to our products and services. Our technology platform, Green PlaNET, provides essential functionality, including point-of-sale connectivity and interoperability with Visa, MasterCard and other payment or funds transfer networks, and compliance and other capabilities to our Green Dot Network, enabling real-time transactions in a secure environment. The combination of our innovative products, broad retail distribution and proprietary technology creates powerful network effects, which we believe enhance the value we deliver to our customers, retail distributors and other participants in our network. We were an early pioneer in the development of general purpose reloadable prepaid debit cards, or GPR cards, and associated reload services, which collectively we refer to as prepaid financial services. GPR cards are designed for general spending purposes and can be used anywhere the cards’ applicable payment network, such as Visa or MasterCard, is accepted, but, unlike gift cards, can be reloaded with additional funds for ongoing, long-term use.