13D Filing: Harvest Capital Strategies and Green Dot Corp (GDOT)

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Each Reporting Person,
as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange
Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons.  Each
Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended
to add the following:

As previously disclosed
in Amendment No. 6 to the Schedule 13D, Harvest Capital and certain of its affiliates (collectively, “Harvest”) entered
into a Sales Trading Plan Agreement (the “Initial Sales Plan”) with Goldman Sachs & Co. LLC (“GS”),
dated May 19, 2017, for the purpose of effecting sales of Shares of the Issuer in compliance with, among other things, Rule 10b5-1
of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”).
As of August 9, 2017, all Shares contemplated under the Initial Sales Plan were sold and accordingly, the Initial Sales Plan terminated
pursuant to its terms.

On August 21, 2017,
Harvest and GS entered into a second Sales Trading Plan Agreement (the “Sales Plan”), for the purpose of effecting
additional sales of Shares of the Issuer in compliance with all applicable laws, including, without limitation, Section 10(b) of
the Exchange Act, including, but not limited to, Rule 10b5-1. The Sales Plan is tiered based upon certain volume and pricing thresholds
and allows for the sale of Shares by GS on behalf of Harvest. Shares sold pursuant to the Sales Plan may only be
sold in accordance with trading requirements adopted by the Reporting Persons, and there can be no assurance as to how many Shares,
if any, will be sold pursuant to the Sales Plan or at what price any such Shares will be sold. A copy of the Sales Plan is attached
as exhibit 99.1 hereto and is incorporated herein by reference.

Item 7. Material to be Filed as Exhibits.

Item 7 is hereby amended
to add the following exhibit:

99.1 Sales Trading Plan Agreement between Harvest Capital Strategies LLC, Harvest Small Cap Partners,
L.P., Harvest Small Cap Partners Master, Ltd., HSCP Strategic I, L.P. and Goldman Sachs & Co. LLC, dated August 21, 2017.
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