corresp
Green Dot Corporation
605 East Huntington Drive, Suite 205
Monrovia, California 91016
July 19, 2010
Via EDGAR and Facsimile (703) 813-6983
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
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Attention: |
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Christian Windsor
Gregory Dundas |
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Re: |
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Green Dot Corporation
Registration Statement on Form S-1 (File No. 333-165081) |
Acceleration Request
Requested Date: July 21, 2010
Requested Time: 2:00 P.M. Eastern Daylight Time
Ladies and Gentlemen:
Green Dot Corporation (the Registrant) hereby requests that the Securities and Exchange
Commission (the Commission) take appropriate action to make the above-captioned Registration
Statement on Form S-1 effective at the Requested Date and Requested Time set forth above or as
soon thereafter as practicable.
The Registrant hereby authorizes William Hughes, of Fenwick & West LLP, to orally modify or
withdraw this request for acceleration.
The Registrant hereby acknowledges that:
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should the Commission or the staff, acting pursuant to delegated authority, declare
the filing effective, it does not foreclose the Commission from taking any action with
respect to the filing; |
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the action of the Commission or the staff, acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the Registrant from its full
responsibility for the adequacy and accuracy of the disclosure in the filing; and |
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the Registrant may not assert the staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the Commission or any person
under the federal securities laws of the United States. |
We request that we be notified of such effectiveness by a telephone call to Mr. Hughes at
(415) 875-2479, or in his absence Philip Reuther at (650) 335-7828. We also respectfully request
that a copy of the written order from the Securities and Exchange Commission verifying the
effective time and date of such Registration Statement be sent to Fenwick & West LLP, attention:
Philip Reuther, via facsimile to (650) 938-5200.
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Sincerely,
Green Dot Corporation
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By: |
/s/ John L. Keatley
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Name: |
John L. Keatley |
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Title: |
Chief Financial Officer |
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cc: William Hughes, Fenwick & West LLP
EXECUTION COPY
July 19, 2010
Via EDGAR and Facsimile
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
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Re: |
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Green Dot Corporation (the Company)
Registration Statement on Form S-1 (File No. 333-165081) |
Ladies and Gentlemen:
As Representatives of the several underwriters of the offering pursuant to the above-captioned
Registration Statement on Form S-1 (the Registration Statement), we hereby join in the request of
the Company that the effective time of the Registration Statement be accelerated so that the
Registration Statement becomes effective at 2:00 p.m. New York City Time on July 21 2010, or as
soon thereafter as practicable.
In connection with this acceleration request and pursuant to Rule 460 of the General Rules and
Regulations under the Securities Act of 1933, the following information is provided with respect to
the distribution of the preliminary prospectus included in the Registration Statement filed with
the Commission on July 9, 2010 through the date hereof:
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To Whom Distributed |
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Number of Copies |
Institutions, Brokers and Others
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Approximately 8,125 |
We have been informed by the participating underwriters that they will comply with the
requirements of Rule 15c2-8 under the Securities Exchange Act of 1934.
The Commission is advised that the amount of compensation to be allowed or paid to the
underwriters in connection with the offering and to be disclosed in the Registration Statement, as
amended, will not exceed the amount that is cleared with the Financial Industry Regulatory
Authority.
[Signature pages follow.]
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Very truly yours,
J.P. MORGAN SECURITIES INC.
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By |
/s/ Alice Takhtajan
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Name: |
Alice Takhtajan |
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Title: |
Vice President |
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[Signature Page to Underwriter Acceleration Request]
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MORGAN STANLEY & CO. INCORPORATED
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By |
/s/ John
Tyree |
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Name: |
John Tyree |
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Title: |
Managing Director |
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[Signature Page to Underwriter Acceleration Request]