Green Dot Corp (GDOT): Harvest Capital Strategies Takes Bigger Stake Ahead of Proxy Contest

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Page 13 of 20 – SEC Filing
The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 3”). This Amendment No. 3 amends the Schedule 13D as specifically set forth herein.  As of the close of business on March 31, 2016, the Reporting Persons collectively beneficially owned an aggregate of 4,722,190 Shares, constituting approximately 9.4% of the Shares outstanding.
Item 3.
Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended and restated to read as follows:
The Shares purchased by each of Harvest Small Cap Master, Harvest Small Cap, HSCP Strategic, Harvest Financial, and held in the Harvest Capital Accounts 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 1,968,324 Shares beneficially owned by Harvest Small Cap Master is approximately $34,645,149, including brokerage commissions.  The aggregate purchase price of the 1,481,676 Shares beneficially owned by Harvest Small Cap is approximately $26,079,481, including brokerage commissions.  The aggregate purchase price of the 1,000,000 Shares beneficially owned by HSCP Strategic is approximately $21,915,589, including brokerage commissions. The aggregate purchase price of the 47,466 Shares beneficially owned by Harvest Financial is approximately $827,870, including brokerage commissions. The aggregate purchase price of the 62,174 Shares held in the Harvest Capital Accounts is approximately $1,065,704, 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 Shares purchased by each of Messrs. Baum, Fanlo, and Livingston were purchased in the open market with personal funds. The aggregate purchase price of the 7,500 Shares beneficially owned by Mr. Baum is approximately $131,359, including brokerage commissions.  The aggregate purchase price of the 4,000 Shares beneficially owned by Mr. Fanlo is approximately $87,102, including brokerage commissions.  The aggregate purchase price of the 4,050 Shares beneficially owned by Mr. Livingston is approximately $74,891, including brokerage commissions.
Item 5.
Interest in Securities of the Issuer.
Items 5(a) – 5(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 50,113,873 Shares outstanding, as of January 31, 2016, which is the total number of Shares outstanding as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 29, 2016.
A.
Mr. Osher
 
(a)
As of the close of business on March 31, 2016, 147,000 Shares were held in the Osher Family Accounts, which Mr. Osher may be deemed to beneficially own.  In addition, Mr. Osher, as the portfolio manager of each of Harvest Small Cap Master, Harvest Small Cap and HSCP Strategic and as a managing director of Harvest Capital, may be deemed the beneficial owner of the (i) 1,968,324 Shares owned by Harvest Small Cap Master, (ii) 1,481,676 Shares owned by Harvest Small Cap, and (iii) 1,000,000 Shares owned by HSCP Strategic.
Percentage: Approximately 9.2%

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