SEC Form SC 13D/A filed by Green Dot Corporation (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 4)¹

Green Dot Corporation

(Name of Issuer)

Class A Common Stock, $0.001 par value

(Title of Class of Securities)

39304D102

(CUSIP Number)

JEFFREY C. SMITH

STARBOARD VALUE LP

777 Third Avenue, 18th Floor

New York, New York 10017

(212) 845-7977

STEVE WOLOSKY, ESQ.

ANDREW FREEDMAN, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

March 11, 2022

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

* Possesses economic exposure to an aggregate of 7,119,729 Shares (representing approximately 13.0% of the outstanding Shares) due to certain cash-settled total return swaps as further explained in Item 6. The aggregate percentage of Shares reported owned by each person named herein is based upon 54,950,038 Shares outstanding, as of January 31, 2022, which is the total number of Shares outstanding as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 28, 2022.

* Possesses economic exposure to an aggregate of 3,706,722 Shares (representing approximately 6.7% of the outstanding Shares) due to certain cash-settled total return swaps as further explained in Item 6. The aggregate percentage of Shares reported owned by each person named herein is based upon 54,950,038 Shares outstanding, as of January 31, 2022, which is the total number of Shares outstanding as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 28, 2022.

* Possesses economic exposure to an aggregate of 684,566 Shares (representing approximately 1.2% of the outstanding Shares) due to certain cash-settled total return swaps as further explained in Item 6. The aggregate percentage of Shares reported owned by each person named herein is based upon 54,950,038 Shares outstanding, as of January 31, 2022, which is the total number of Shares outstanding as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 28, 2022.

* Possesses economic exposure to an aggregate of 401,080 Shares (representing less than 1% of the outstanding Shares) due to certain cash-settled total return swaps as further explained in Item 6. The aggregate percentage of Shares reported owned by each person named herein is based upon 54,950,038 Shares outstanding, as of January 31, 2022, which is the total number of Shares outstanding as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 28, 2022.

* Possesses economic exposure to an aggregate of 401,080 Shares (representing less than 1% of the outstanding Shares) due to certain cash-settled total return swaps as further explained in Item 6. The aggregate percentage of Shares reported owned by each person named herein is based upon 54,950,038 Shares outstanding, as of January 31, 2022, which is the total number of Shares outstanding as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 28, 2022.

* Possesses economic exposure to an aggregate of 762,850 Shares (representing approximately 1.4% of the outstanding Shares) due to certain cash-settled total return swaps as further explained in Item 6. The aggregate percentage of Shares reported owned by each person named herein is based upon 54,950,038 Shares outstanding, as of January 31, 2022, which is the total number of Shares outstanding as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 28, 2022.

* Possesses economic exposure to an aggregate of 361,770 Shares (representing less than 1% of the outstanding Shares) due to certain cash-settled total return swaps as further explained in Item 6. The aggregate percentage of Shares reported owned by each person named herein is based upon 54,950,038 Shares outstanding, as of January 31, 2022, which is the total number of Shares outstanding as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 28, 2022.

* Possesses economic exposure to an aggregate of 361,770 Shares (representing less than 1% of the outstanding Shares) due to certain cash-settled total return swaps as further explained in Item 6. The aggregate percentage of Shares reported owned by each person named herein is based upon 54,950,038 Shares outstanding, as of January 31, 2022, which is the total number of Shares outstanding as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 28, 2022.

* Possesses economic exposure to an aggregate of 852,728 Shares (representing approximately 1.6% of the outstanding Shares) due to certain cash-settled total return swaps as further explained in Item 6. The aggregate percentage of Shares reported owned by each person named herein is based upon 54,950,038 Shares outstanding, as of January 31, 2022, which is the total number of Shares outstanding as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 28, 2022.

* Possesses economic exposure to an aggregate of 7,119,729 Shares (representing approximately 13.0% of the outstanding Shares) due to certain cash-settled total return swaps as further explained in Item 6. The aggregate percentage of Shares reported owned by each person named herein is based upon 54,950,038 Shares outstanding, as of January 31, 2022, which is the total number of Shares outstanding as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 28, 2022.

* Possesses economic exposure to an aggregate of 7,119,729 Shares (representing approximately 13.0% of the outstanding Shares) due to certain cash-settled total return swaps as further explained in Item 6. The aggregate percentage of Shares reported owned by each person named herein is based upon 54,950,038 Shares outstanding, as of January 31, 2022, which is the total number of Shares outstanding as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 28, 2022.

* Possesses economic exposure to an aggregate of 7,119,729 Shares (representing approximately 13.0% of the outstanding Shares) due to certain cash-settled total return swaps as further explained in Item 6. The aggregate percentage of Shares reported owned by each person named herein is based upon 54,950,038 Shares outstanding, as of January 31, 2022, which is the total number of Shares outstanding as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 28, 2022.

* Possesses economic exposure to an aggregate of 7,119,729 Shares (representing approximately 13.0% of the outstanding Shares) due to certain cash-settled total return swaps as further explained in Item 6. The aggregate percentage of Shares reported owned by each person named herein is based upon 54,950,038 Shares outstanding, as of January 31, 2022, which is the total number of Shares outstanding as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 28, 2022.

* Possesses economic exposure to an aggregate of 7,119,729 Shares (representing approximately 13.0% of the outstanding Shares) due to certain cash-settled total return swaps as further explained in Item 6. The aggregate percentage of Shares reported owned by each person named herein is based upon 54,950,038 Shares outstanding, as of January 31, 2022, which is the total number of Shares outstanding as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 28, 2022.

The following constitutes Amendment No. 4 to the Schedule 13D filed by the undersigned (“Amendment No. 4”). This Amendment No. 4 amends the Schedule 13D as specifically set forth herein.

Item 2 is hereby amended to add the following:

The address of the principal office of each of Messrs. Smith and Feld is c/o Starboard Value LP, 201 E Las Olas Boulevard, Suite 1000, Fort Lauderdale, Florida 33301. The officers and directors of each of Starboard V&O Fund and Starboard X Master and their principal occupations, business addresses and citizenships are set forth on Schedule A and are incorporated by reference in this Item 2.

Item 4 is hereby amended to add the following:

On March 14, 2022, the Issuer announced the appointment of Mr. Feld as a member of the Board of Directors of the Issuer, effective March 11, 2022.

Item 6 is hereby amended to add the following:

Starboard V&O Fund has entered into certain cash-settled total return swap agreements with an unaffiliated third party financial institution as the counterparty (the “Starboard V&O Fund Swaps”) that constitute economic exposure to an aggregate of 912,457 notional Shares, representing approximately 1.7% of the outstanding Shares, which have a maturity date of June 3, 2024. The Starboard V&O Fund Swaps provide Starboard V&O Fund with economic results that are comparable to the economic results of ownership but do not provide it with the power to vote or direct the voting or dispose of or direct the disposition of the Shares that are the subject of the Starboard V&O Fund Swaps (such shares, the “Starboard V&O Fund Subject Shares”). Starboard V&O Fund does not have the right to convert the Starboard V&O Fund Swaps into Shares at any time. Taking into account the Starboard V&O Fund Subject Shares, Starboard V&O Fund has economic exposure to an aggregate of 3,706,722 Shares, representing approximately 6.7% of the outstanding Shares.

Starboard S LLC has entered into certain cash-settled total return swap agreements with an unaffiliated third party financial institution as the counterparty (the “Starboard S LLC Swaps”) that constitute economic exposure to an aggregate of 163,262 notional Shares, representing less than 1% of the outstanding Shares, which have a maturity date of June 3, 2024. The Starboard S LLC Swaps provide Starboard S LLC with economic results that are comparable to the economic results of ownership but do not provide it with the power to vote or direct the voting or dispose of or direct the disposition of the Shares that are the subject of the Starboard S LLC Swaps (such shares, the “Starboard S LLC Subject Shares”). Starboard S LLC does not have the right to convert the Starboard S LLC Swaps into Shares at any time. Taking into account the Starboard S LLC Subject Shares, Starboard S LLC has economic exposure to an aggregate of 684,566 Shares, representing approximately 1.2% of the outstanding Shares.

Starboard C LP has entered into certain cash-settled total return swap agreements with an unaffiliated third party financial institution as the counterparty (the “Starboard C LP Swaps”) that constitute economic exposure to an aggregate of 97,444 notional Shares, representing less than 1% of the outstanding Shares, which have a maturity date of June 3, 2024. The Starboard C LP Swaps provide Starboard C LP with economic results that are comparable to the economic results of ownership but do not provide it with the power to vote or direct the voting or dispose of or direct the disposition of the Shares that are the subject of the Starboard C LP Swaps (such shares, the “Starboard C LP Subject Shares”). Starboard C LP does not have the right to convert the Starboard C LP Swaps into Shares at any time. Taking into account the Starboard C LP Subject Shares, Starboard C LP has economic exposure to an aggregate of 401,080 Shares, representing less than 1% of the outstanding Shares.

Starboard L Master has entered into certain cash-settled total return swap agreements with an unaffiliated third party financial institution as the counterparty (the “Starboard L Master Swaps”) that constitute economic exposure to an aggregate of 77,553 notional Shares, representing less than 1% of the outstanding Shares, which have a maturity date of June 3, 2024. The Starboard L Master Swaps provide Starboard L Master with economic results that are comparable to the economic results of ownership but do not provide it with the power to vote or direct the voting or dispose of or direct the disposition of the Shares that are the subject of the Starboard L Master Swaps (such shares, the “Starboard L Master Subject Shares”). Starboard L Master does not have the right to convert the Starboard L Master Swaps into Shares at any time. Taking into account the Starboard L Master Subject Shares, Starboard L Master has economic exposure to an aggregate of 361,770 Shares, representing less than 1% of the outstanding Shares.

Starboard X Master has entered into certain cash-settled total return swap agreements with an unaffiliated third party financial institution as the counterparty (the “Starboard X Master Swaps”) that constitute economic exposure to an aggregate of 346,430 notional Shares, representing less than 1% of the outstanding Shares, which have a maturity date of June 3, 2024. The Starboard X Master Swaps provide Starboard X Master with economic results that are comparable to the economic results of ownership but do not provide it with the power to vote or direct the voting or dispose of or direct the disposition of the Shares that are the subject of the Starboard X Master Swaps (such shares, the “Starboard X Master Subject Shares”). Starboard X Master does not have the right to convert the Starboard X Master Swaps into Shares at any time. Taking into account the Starboard X Master Subject Shares, Starboard X Master has economic exposure to an aggregate of 852,728 Shares, representing approximately 1.6% of the outstanding Shares.

Starboard Value LP, through the Starboard Value LP Account, has entered into certain cash-settled total return swap agreements with an unaffiliated third party financial institution as the counterparty (the “Starboard Value LP Swaps”) that constitute economic exposure to an aggregate of 228,473 notional Shares, representing less than 1% of the outstanding Shares, which have a maturity date of June 3, 2024. The Starboard Value LP Swaps provide Starboard Value LP with economic results that are comparable to the economic results of ownership but do not provide it with the power to vote or direct the voting or dispose of or direct the disposition of the Shares that are the subject of the Starboard Value LP Swaps (such shares, the “Starboard Value LP Subject Shares”). Starboard Value LP does not have the right to convert the Starboard Value LP Swaps into Shares at any time. Taking into account the Starboard Value LP Subject Shares, Starboard Value LP through the Starboard Value LP Account has economic exposure to an aggregate of 1,112,863 Shares, representing approximately 2% of the outstanding Shares.

The Reporting Persons collectively have economic exposure to an aggregate of 7,119,729 Shares, representing approximately 13.0% of the outstanding Shares.

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: March 15, 2022

SCHEDULE A

Directors and Officers of Starboard Value and Opportunity Master Fund Ltd and Starboard X Master Fund Ltd