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. 6)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)

July 31, 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. 6 to the Schedule 13D filed by the undersigned (“Amendment No. 6”). This Amendment No. 6 amends the
Schedule 13D as specifically set forth herein. As of the close of business on August 2, 2017, the Reporting Persons collectively
owned an aggregate of 3,788,622 Shares, constituting approximately 7.6% 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 1,474,974
Shares beneficially owned by Harvest Small Cap Master is approximately $24,607,693, including brokerage commissions.  The
aggregate purchase price of the 882,715 Shares beneficially owned by Harvest Small Cap is approximately $14,445,161, including
brokerage commissions.  The aggregate purchase price of the 1,276,433 Shares beneficially owned by HSCP Strategic is
approximately $28,229,120, 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 147,000 Shares held in the Osher Family Accounts is approximately
$2,317,255, including brokerage commissions. The aggregate purchase price of the 7,500 Shares beneficially owned by Mr. Baum is
approximately $131,359, including brokerage commissions.

Item 4 is hereby amended
to add the following:

As further described
in Item 6 below, 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 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”). The Sales Plan
is tiered based upon certain volume and pricing thresholds and has been undertaken in large part to effectuate a rebalancing of
Harvest’s portfolio in light of the significant appreciation in the Issuer’s stock price since the filing of the Schedule
13D over a year and a half ago.

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 49,750,548 Shares outstanding, as of April 30, 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 May 10, 2017.

Percentage: Approximately 7.6%

Percentage: Approximately 7.3%

Percentage: Approximately 4.3%

Percentage: Approximately 3.0%

Percentage: Approximately 1.8%

Percentage: Approximately 2.6%

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 disclosed in Item
4 above, on May 19, 2017, Harvest entered into the Sales Plan with GS for the purpose of establishing a trading plan to effect
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 allows for the sale of up to 760,400 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 2, 2017

SCHEDULE B

Transactions in the Shares During
the Past Sixty (60) Days^*

HARVEST
SMALL CAP PARTNERS MASTER, lTD.

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

HARVEST
SMALL CAP PARTNERS, LP

HSCP STRATEGIC
I, LP