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

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. 7)¹

Green Dot
Corporation

(Name
of Issuer)

Class A Common
Stock, par value $0.001 per share

(Title of Class of Securities)

39304D102

(CUSIP Number)

JEFFREY
B. OSHER

Harvest
Capital Strategies LLC

600 Montgomery Street, Suite 1700

San Francisco, California 94111

(415) 869-4433

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)

August 17,
2017

(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).

The following
constitutes Amendment No. 7 to the Schedule 13D filed by the undersigned (“Amendment No. 7”). This Amendment No. 7
amends the Schedule 13D as specifically set forth herein. As of the close of business on August 21, 2017, the Reporting Persons
collectively owned an aggregate of 3,051,892 Shares, constituting approximately 6.1% of the Shares outstanding.

Item 3 is hereby amended
and restated to read as follows:

The Shares purchased
by each of Harvest Small Cap Master, Harvest Small Cap and HSCP Strategic were purchased with working capital (which may, at any
given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except
as otherwise noted, as set forth in Schedule B, which is incorporated by reference herein. The aggregate purchase price of
the 1,120,420 Shares beneficially owned by Harvest Small Cap Master is approximately $18,312,700, including brokerage commissions.  The
aggregate purchase price of the 670,140 Shares beneficially owned by Harvest Small Cap is approximately $10,805,979, including
brokerage commissions.  The aggregate purchase price of the 1,168,332 Shares beneficially owned by HSCP Strategic is
approximately $25,747,791, including brokerage commissions. The Shares held in the Osher Family Accounts were purchased in the
open market with personal funds. The aggregate purchase price of the 87,500 Shares held in the Osher Family Accounts is approximately
$1,384,715, including brokerage commissions. The aggregate purchase price of the 5,500 Shares beneficially owned by Mr. Baum is
approximately $96,330, including brokerage commissions.

Items 5(a) –
(c) are hereby amended and restated to read as follows:

The aggregate percentage
of Shares reportedly owned by each person named herein is based upon 50,455,565 Shares outstanding, as of July 31, 2017, which
is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities
and Exchange Commission on August 9, 2017.

Percentage: Approximately
6.0%

Percentage: Approximately
5.9%

Percentage: Approximately
3.6%

Percentage: Approximately
2.2%

Percentage: Approximately
1.3%

Percentage: Approximately
2.3%

Percentage: Less than
1%

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 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 is hereby amended
to add the following exhibit:

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: August 21, 2017

SCHEDULE B

Transactions in the Shares Since
the Filing of Amendment No. 6 to the Schedule 13D

HARVEST
SMALL CAP PARTNERS MASTER, lTD.

__________

* Represents a sale of Class A Common Stock that was effected in the open market pursuant to a 10b5-1 Sales
Trading Plan.

HARVEST
SMALL CAP PARTNERS, LP

__________

*
Represents a sale of Class A Common Stock that was effected in the open market pursuant to a 10b5-1 Sales Trading Plan.

HSCP STRATEGIC
I, LP

JEFFREY B. OSHER

(Through the
Osher Family Accounts)

CRAIG BAUM

__________

*
Represents a sale of Class A Common Stock that was effected in the open market pursuant to a 10b5-1 Sales Trading Plan.