SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. 2)
GREEN DOT CORPORATION
(Name of Issuer)
CLASS A COMMON STOCK
(Title of Class of Securities)
39304D102
(CUSIP Number)
12/31/14
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
(Continued on following pages)
Page 1 of 12 Pages
| 13 G | ||||
| CUSIP No. 39304D102 | Page 2 of 12 Pages | |||
| 1 | Name of reporting person
SEQUOIA CAPITAL FRANCHISE FUND, L.P. (“SCFF”) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 94-3324307 | |||||
| 2 | Check the appropriate box if a member of a group (a) ¨ (b) ¨
| |||||
| 3 | SEC use only
| |||||
| 4 | Citizenship or place of organization
DELAWARE | |||||
| Number of shares beneficially owned by each reporting person with |
5 | Sole voting power
0 | ||||
| 6 | Shared voting power
627,2461 | |||||
| 7 | Sole dispositive power
0 | |||||
| 8 | Shared dispositive power
627,2461 | |||||
| 9 |
Aggregate amount beneficially owned by each reporting person
627,2461 | |||||
| 10 | Check box if the aggregate amount in Row (9) excludes certain shares ¨
| |||||
| 11 | Percent of class represented by amount in Row 9
1.2% | |||||
| 12 | Type of reporting person
PN | |||||
| 1 | Excludes 1,333.743 shares of the Issuer’s Series A Convertible Junior Participating Non-Cumulative Perpetual Preferred Stock (the “Series A Preferred Stock”). Each share of the Issuer’s Series A Preferred Stock is non-voting and is convertible into one thousand shares of the Issuer’s Class A common stock only in connection with transfers to unaffiliated third parties. |
| 13 G | ||||
| CUSIP No. 39304D102 | Page 3 of 12 Pages | |||
| 1 | Name of reporting person
SEQUOIA CAPITAL FRANCHISE PARTNERS, L.P. (“SCFP”) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 94-3330616 | |||||
| 2 | Check the appropriate box if a member of a group (a) ¨ (b) ¨
| |||||
| 3 | SEC use only
| |||||
| 4 | Citizenship or place of organization
DELAWARE | |||||
| Number of shares beneficially owned by each reporting person with |
5 | Sole voting power
0 | ||||
| 6 | Shared voting power
85,7231 | |||||
| 7 | Sole dispositive power
0 | |||||
| 8 | Shared dispositive power
85,7231 | |||||
| 9 |
Aggregate amount beneficially owned by each reporting person
85,7231 | |||||
| 10 | Check box if the aggregate amount in Row (9) excludes certain shares ¨
| |||||
| 11 | Percent of class represented by amount in Row 9
0.2% | |||||
| 12 | Type of reporting person
PN | |||||
| 1 | Excludes 181.719 shares of the Issuer’s Series A Preferred Stock. Each share of the Issuer’s Series A Preferred Stock is non-voting and is convertible into one thousand shares of the Issuer’s Class A common stock only in connection with transfers to unaffiliated third parties. |
| 13 G | ||||
| CUSIP No. 39304D102 | Page 4 of 12 Pages | |||
| 1 | Name of reporting person
SCFF MANAGEMENT, LLC (“SCFF LLC”) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 94-3324306 | |||||
| 2 | Check the appropriate box if a member of a group (a) ¨ (b) ¨
| |||||
| 3 | SEC use only
| |||||
| 4 | Citizenship or place of organization
DELAWARE | |||||
| Number of shares beneficially owned by each reporting person with |
5 | Sole voting power
0 | ||||
| 6 | Shared voting power
712,969 shares of which 627,246 shares are directly held by SCFF and 85,723 shares are directly held by SCFP. SCFF LLC is the General Partner of each of SCFF and SCFP.1 | |||||
| 7 | Sole dispositive power
0 | |||||
| 8 | Shared dispositive power
712,969 shares of which 627,246 shares are directly held by SCFF and 85,723 shares are directly held by SCFP. SCFF LLC is the General Partner of each of SCFF and SCFP.1 | |||||
| 9 |
Aggregate amount beneficially owned by each reporting person
712,9691 | |||||
| 10 | Check box if the aggregate amount in Row (9) excludes certain shares ¨
| |||||
| 11 | Percent of class represented by amount in Row 9
1.4% | |||||
| 12 | Type of reporting person
OO | |||||
| 1 | Excludes 1,515.462 shares of the Issuer’s Series A Preferred Stock. Each share of the Issuer’s Series A Preferred Stock is non-voting and is convertible into one thousand shares of the Issuer’s Class A common stock only in connection with transfers to unaffiliated third parties. |
| 13 G | ||||
| CUSIP No. 39304D102 | Page 5 of 12 Pages | |||
| 1 | Name of reporting person
SEQUOIA CAPITAL U.S. GROWTH FUND IV, L.P. (“SCGF IV”) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 98-0589567 | |||||
| 2 | Check the appropriate box if a member of a group (a) ¨ (b) ¨
| |||||
| 3 | SEC use only
| |||||
| 4 | Citizenship or place of organization
CAYMAN ISLANDS | |||||
| Number of shares beneficially owned by each reporting person with |
5 | Sole voting power
0 | ||||
| 6 | Shared voting power
0 | |||||
| 7 | Sole dispositive power
0 | |||||
| 8 | Shared dispositive power
0 | |||||
| 9 |
Aggregate amount beneficially owned by each reporting person
0 | |||||
| 10 | Check box if the aggregate amount in Row (9) excludes certain shares ¨
| |||||
| 11 | Percent of class represented by amount in Row 9
0.0% | |||||
| 12 | Type of reporting person
PN | |||||
| 13 G | ||||
| CUSIP No. 39304D102 | Page 6 of 12 Pages | |||
| 1 | Name of reporting person
SEQUOIA CAPITAL USGF PRINCIPALS FUND IV, L.P. (“SCGF IV PF”) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 98-0619227 | |||||
| 2 | Check the appropriate box if a member of a group (a) ¨ (b) ¨
| |||||
| 3 | SEC use only
| |||||
| 4 | Citizenship or place of organization
CAYMAN ISLANDS | |||||
| Number of shares beneficially owned by each reporting person with |
5 | Sole voting power
0 | ||||
| 6 | Shared voting power
0 | |||||
| 7 | Sole dispositive power
0 | |||||
| 8 | Shared dispositive power
0 | |||||
| 9 |
Aggregate amount beneficially owned by each reporting person
0 | |||||
| 10 | Check box if the aggregate amount in Row (9) excludes certain shares ¨
| |||||
| 11 | Percent of class represented by amount in Row 9
0.0% | |||||
| 12 | Type of reporting person
PN | |||||
| 13 G | ||||
| CUSIP No. 39304D102 | Page 7 of 12 Pages | |||
| 1 | Name of reporting person
SCGF IV MANAGEMENT, L.P. (“SCGF IV MGMT”) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 98-0589559 | |||||
| 2 | Check the appropriate box if a member of a group (a) ¨ (b) ¨
| |||||
| 3 | SEC use only
| |||||
| 4 | Citizenship or place of organization
CAYMAN ISLANDS | |||||
| Number of shares beneficially owned by each reporting person with |
5 | Sole voting power
0 | ||||
| 6 | Shared voting power
0 | |||||
| 7 | Sole dispositive power
0 | |||||
| 8 | Shared dispositive power
0 | |||||
| 9 |
Aggregate amount beneficially owned by each reporting person
0 | |||||
| 10 | Check box if the aggregate amount in Row (9) excludes certain shares ¨
| |||||
| 11 | Percent of class represented by amount in Row 9
0.0% | |||||
| 12 | Type of reporting person
PN | |||||
| 13 G | ||||
| CUSIP No. 39304D102 | Page 8 of 12 Pages | |||
| 1 | Name of reporting person
SCGF GENPAR, LTD. (“SCGF GP”) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 98-0603717 | |||||
| 2 | Check the appropriate box if a member of a group (a) ¨ (b) ¨
| |||||
| 3 | SEC use only
| |||||
| 4 | Citizenship or place of organization
CAYMAN ISLANDS | |||||
| Number of shares beneficially owned by each reporting person with |
5 | Sole voting power
0 | ||||
| 6 | Shared voting power
0 | |||||
| 7 | Sole dispositive power
0 | |||||
| 8 | Shared dispositive power
0 | |||||
| 9 |
Aggregate amount beneficially owned by each reporting person
0 | |||||
| 10 | Check box if the aggregate amount in Row (9) excludes certain shares ¨
| |||||
| 11 | Percent of class represented by amount in Row 9
0.0% | |||||
| 12 | Type of reporting person
OO | |||||
13 G
| CUSIP No. 39304D102 | Page 9 of 12 Pages |
| ITEM 1. |
| (a) | Name of Issuer: | Green Dot Corporation | ||||
| (b) | Address of Issuer’s Principal Executive Offices: | |||||
| 3465 East Foothill Blvd. Pasadena, CA 91107 | ||||||
| ITEM 2. |
| (a) | Name of Persons Filing: |
Sequoia Capital Franchise Fund, L.P.
Sequoia Capital Franchise Partners, L.P.
SCFF Management, LLC
Sequoia Capital U.S. Growth Fund IV, L.P.
Sequoia Capital USGF Principals Fund IV, L.P.
SCGF IV Management, L.P.
SCGF GenPar, Ltd.
SCFF LLC is the General Partner of each of SCFF and SCFP. SCGF IV MGMT is the General Partner of each of SCGF IV and SCGF IV PF. SCGF GP is the General Partner of SCGF IV MGMT.
| (b) | Address of Principal Business Office or, if none, Residence: |
3000 Sand Hill Road, 4-250
Menlo Park, CA 94025
Citizenship:
SCFF LLC, SCFF, SCFP: Delaware
SCGF IV MGMT, SCGF IV, SCGF IV PF, SCGF GP: Cayman Islands
| (c) | Title of Class of Securities: | Class A common stock | ||||
| (d) | CUSIP Number: | 39304D102 | ||||
| ITEM 3. | If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a: |
NOT APPLICABLE
| ITEM 4. | Ownership |
SEE ROWS 5 THROUGH 11 OF COVER PAGES
| 13 G | ||||
| CUSIP No. 39304D102 | Page 10 of 12 Pages | |||
| ITEM 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. x
| ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON |
NOT APPLICABLE
| ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON |
NOT APPLICABLE
| ITEM 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP |
NOT APPLICABLE
| ITEM 9. | NOTICE OF DISSOLUTION OF GROUP |
NOT APPLICABLE
| ITEM 10. | CERTIFICATION |
NOT APPLICABLE
| 13 G | ||||
| CUSIP No. 39304D102 | Page 11 of 12 Pages | |||
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 10, 2015
| Sequoia Capital Franchise Fund | ||||
| Sequoia Capital Franchise Partners | ||||
| By: | SCFF Management, LLC | |||
| General Partner of Each | ||||
| By: | /s/ Douglas Leone | |||
| Douglas Leone, Managing Member | ||||
| SCFF Management, LLC | ||||
| By: | /s/ Douglas Leone | |||
| Douglas Leone, Managing Member | ||||
| Sequoia Capital U.S. Growth Fund IV, L.P. | ||||
| Sequoia Capital USGF Principals Fund IV, L.P. | ||||
| By: | SCGF IV Management, L.P. | |||
| General Partner of Each | ||||
| By: | SCGF GenPar, Ltd | |||
| Its General Partner | ||||
| By: | /s/ Douglas Leone | |||
| Douglas Leone, Managing Director | ||||
| SCGF IV Management, L.P. | ||||
| By: | SCGF GenPar, Ltd | |||
| Its General Partner | ||||
| By: | /s/ Douglas Leone | |||
| Douglas Leone, Managing Director | ||||
| SCGF GenPar, Ltd | ||||
| By: | /s/ Douglas Leone | |||
| Douglas Leone, Managing Director | ||||
| 13 G | ||||
| CUSIP No. 39304D102 | Page 12 of 12 Pages | |||
EXHIBIT 1
AGREEMENT AS TO JOINT FILING OF SCHEDULE 13G
The undersigned hereby agree that the Schedule 13G relating to the Class A common stock of Green Dot Corporation, and any further amendments thereto, to which this Agreement as to Joint Filing of Schedule 13G is attached as an exhibit is filed on behalf of each of them pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
Date: February 10, 2015
| Sequoia Capital Franchise Fund | ||||
| Sequoia Capital Franchise Partners | ||||
| By: | SCFF Management, LLC | |||
| General Partner of Each | ||||
| By: | /s/ Douglas Leone | |||
| Douglas Leone, Managing Member | ||||
| SCFF Management, LLC | ||||
| By: | /s/ Douglas Leone | |||
| Douglas Leone, Managing Member | ||||
| Sequoia Capital U.S. Growth Fund IV, L.P. | ||||
| Sequoia Capital USGF Principals Fund IV, L.P. | ||||
| By: | SCGF IV Management, L.P. | |||
| General Partner of Each | ||||
| By: | SCGF GenPar, Ltd | |||
| Its General Partner | ||||
| By: | /s/ Douglas Leone | |||
| Douglas Leone, Managing Director | ||||
| SCGF IV Management, L.P. | ||||
| By: | SCGF GenPar, Ltd | |||
| Its General Partner | ||||
| By: | /s/ Douglas Leone | |||
| Douglas Leone, Managing Director | ||||
| SCGF GenPar, Ltd | ||||
| By: | /s/ Douglas Leone | |||
| Douglas Leone, Managing Director | ||||