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

Page 12 of 16

Page 12 of 16 – SEC Filing

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.

(d)
No person other than the Reporting Persons is known to have the right to receive, or
the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.

(e)        As
of September 26, 2017, the Reporting Persons ceased to be the beneficial owners of more than 5% of the Shares of the Issuer.

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. 7 to the Schedule 13D, Harvest Capital and certain of its affiliates (collectively, “Harvest”) entered into a
Sales Trading Plan Agreement (the “Sales Plan”) with Goldman Sachs & Co. LLC (“GS”), dated August
21, 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 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.

12

Follow Green Dot Corp (NYSE:GDOT)

Page 12 of 16