cv12 —co 0securities.stanford.edu/filings-documents/1049/... · bryan zee, individually and on...

Case 2:12-cv-06492-GW-CW Document 1 Filed 07/27/12 of 35 Page ID #:5

F L.LED

Lionel Z. Glancy (#134180) Michael Goldberg (#188669) Robert V. Prongay (#270796) GLANCY BINKOW & GOLDBERG LLP 1925 Century Park East, Suite 2100 Los Angeles, California 90067 Telephone: (310) 201-9150 Facsimile: (310) 201-9160

[Additional counsel on signature page]

Attorneys for Plaintiff Bryan Zee

UNITED STATES DISTRICT COURT CENTRAL DISTRICT OF CALIFORNIA

BRYAN ZEE, Individually and on No. CV12 - 649a —CO Behalf of All Others Similarly 0 k2If Situated, CLASS ACTION A

Plaintiff, COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS

V.

GREEN DOT CORPORATION, JURY TRIAL DEMANDED STEVEN W. STREIT, and JOHN L. KEATLEY,

Defendants.

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292iUL27 P 350 CLERK U. S. tS1P{OT C)tT

CENTRAL DST, OF CALIF. LOS ANCLLES

2:12-cv-06492-GW-CW Document 1 Filed 07/27/12 of 35 Page ID #:6

1 Plaintiff Bryan Zee ("Plaintiff'), by and through his attorneys, alleges the

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3 following upon information and belief, except as to those allegations concerning

4 Plaintiff, which are alleged upon personal knowledge. Plaintiffs information and

5 belief is based upon, among other things, his counsel's investigation, which includes 6

7 without limitation: (a) review and analysis of regulatory filings made by Green Dot

8 Corporation ("Green Dot" or the "Company"), with the United States Securities and

9 Exchange Commission ("SEC"); (b) review and analysis of press releases and media

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11 reports issued by and disseminated by Green Dot; and (c) review of other publicly

12 available information concerning Green Dot.

13 NATURE OF THE ACTION AND OVERVIEW

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1. This is a class action on behalf of purchasers of Green Dot's securities

16 between January 26, 2012 and July 26, 2012, inclusive (the "Class Period"), seeking 17

18 to pursue remedies under the Securities Exchange Act of 1934 (the "Exchange Act").

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2. Green Dot provides widely distributed, low cost banking and payment

20 solutions to a broad base of domestic consumers. Green Dot's products and services

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22 include General Purpose Reloadable ("GPR") prepaid cards.

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3. On July 26, 2012, after the market closed, Green Dot disclosed that it 24

25 was updating its previously issued outlook for the remainder of the year to reflect the

26 impact of new competition and new internal risk policies and controls. Specifically,

27 I the Company announced that the revised outlook reflects "the impact of new internal

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1 risk policies and controls to improve the security and quality of [Green Dot's]

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3 portfolio" and that the "reforecast also assumes that by later this year, many of [the

4 I Company's] retailers will start to sell competitive GPR products in addition to [Green

5 Dot's] products." Moreover, the Company admitted that "[b]ecause we lack the 6

7 historical data to accurately predict how [the new competition] will impact [Green

8 Dot's] sales, we have taken what we believe to be a conservative view of any

9 potential impact."

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11 4. On this news, the Company's shares declined $14.26 per share, or

12 16 1.15%, to close on July 27, 2012, at $9.06 per share, on unusually heavy volume. 13

14 5. Throughout the Class Period, Defendants made false and/or misleading

15 statements, as well as failed to disclose material adverse facts about the Company's

16 business, operations, and prospects. Specifically, Defendants made false and/or 17

18 misleading statements and/or failed to disclose: (1) that the Company's new internal

19 risk policies and procedures were negatively impacting Green Dot's growth in new

20 account activations; (2) that certain of Green Dot's retailers were planning to start

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22 selling competitive GPR products in addition to the Company's products; (3) that the

23 Company lacked historical data to accurately predict how these retailers selling of 24

25 competitive GPR products would impact Green Dot's sales; and (4) that, as a result

ATII of the foregoing, the Defendants' positive statements about Green Dot's business,

27 operations, and prospects, as well as those regarding Green Dot's revenue outlook for

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1 the 2012 fiscal year, lacked a reasonable basis.

2 6. As a result of Defendants' wrongful acts and omissions, and the

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4 precipitous decline in the market value of the Company's securities, Plaintiff and

5 other Class members have suffered significant losses and damages. 6

7 JURISDICTION AND VENUE

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7. The claims asserted herein arise under Sections 10(b) and 20(a) of the

9 I Exchange Act (15 U.S.C. § §78j(b) and 78t(a)) and Rule 1 Ob-5 promulgated thereunder

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11 I by the SEC (17 C.F.R. § 240.1Ob-5).

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8. This Court has jurisdiction over the subject matter ofthis action pursuant

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14 I to 28 U.S.C. § 1331 and Section 27 of the Exchange Act (15 U.S.C. §78aa).

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9. Venue is proper in this Judicial District pursuant to 28 U.S.C. § 1391(b)

16 I and Section 27 of the Exchange Act (15 U.S.C. §78aa(c)). Substantial acts in 17

18 I furtherance of the alleged fraud or the effects of the fraud have occurred in this

19 I Judicial District. Many of the acts charged herein, including the preparation and

20 I dissemination of materially false and/or misleading information, occurred in

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22 I substantial part in this Judicial District.

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10. In connection with the acts, transactions, and conduct alleged herein, 24

25 I Defendants directly and indirectly used the means and instrumentalities of interstate

26 commerce, including the United States mail, interstate telephone communications,

27 I and the facilities of a national securities exchange.

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1 PARTIES

2

3 11. Plaintiff Bryan Zee, as set forth in the accompanying certification,

4 incorporated by reference herein, purchased Green Dot securities during the Class

5 Period, and suffered damages as a result of the federal securities law violations and 6

7 false and/or misleading statements and/or material omissions alleged herein.

8

12. Defendant Green Dot is a Delaware corporation with its principal

9 executive offices located at 605 East Huntington Drive, Suite 205, Monrovia,

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11 California, 91016.

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13. Defendant Steven W. Streit ("Streit") was, at all relevant times,

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14 Chairman of the Company's Board of Directors, President and Chief Executive

15 Officer ("CEO") of Green Dot.

16 14. Defendant John L. Keatley ("Keatley") was, at all relevant times, Chief 17

18 Financial Officer ("CFO") of Green Dot.

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15. Defendants Streit and Keatley are collectively referred to hereinafter as

20 the "Individual Defendants." The Individual Defendants, because of their positions

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22 I with the Company, possessed the power and authority to control the contents of

23 I Green Dot's reports to the SEC, press releases and presentations to securities analysts, 24

25 I money and portfolio managers and institutional investors, i.e., the market. Each

26 defendant was provided with copies of the Company's reports and press releases

27 alleged herein to be misleading prior to, or shortly after, their issuance and had the

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Case 2 :12-cv-06492-GW-CW Document 1 Filed 07/27/12 of 35 Page ID #:10

ability and opportunity to prevent their issuance or cause them to be corrected.

Because of their positions and access to material non-public information available to

them, each of these defendants knew that the adverse facts specified herein had not

been disclosed to, and were being concealed from, the public, and that the positive

representations which were being made were then materially false and/or misleading.

The Individual Defendants are liable for the false statements pleaded herein, as those

statements were each "group-published" information, the result of the collective

actions of the Individual Defendants.

SUBSTANTIVE ALLEGATIONS

Background

16. Green Dot provides widely distributed, low cost banking and payment

solutions to a broad base of domestic consumers. Green Dot's products and services

include General Purpose Reloadable prepaid cards.

Materially False and Misleading Statements Issued During the Class Period

17. The Class Period begins on January 26,2012. On this day, the Company

issued a press release entitled, "Green Dot Reports Fourth Quarter 2011 Financial

Results, Announces Full-Year 2012 Guidance, and Secures Exclusive Multi-year

Renewals with Rite-Aid and Kmart." Therein, the Company, in relevant part, stated

Green Dot Corporation (NYSE: GDOT), a leading prepaid financial services company, today reported financial results for the fourth quarter

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Case :12-cv-06492-GW-CW Document 1 Filed 07/27/12 of 35 Page ID #:11

1 ended December 31 9 2011.

Green Dot concluded the year with a strong fourth quarter, including a 26% increase in non-GAAP total operating revenueSto $123.2 million, a 40% increase in non-GAAP net income to $17.8 million and non-GAAP diluted earnings per shareof $0.40. GAAP results for the fourth quarter were $119.7 million in revenues, $14.0 million in net income, and $0.33 in diluted earnings per share.

Green Dot also announced recent multi-year extensions to exclusive distribution agreements with Rite-Aid and Kmart, two important long-term retail partners, which call for expanded and more prominent in-store placement of Green Dot's general purpose reloadable (GPR) card products.

"2011 was our first full year as a public company and it was a year that furthered our leadership position in our industry. It was a year where we became a bank holding company and closed on the purchase of what is now called Green Dot Bank. It was a year where we saw our cash and investment securities increase by another $97 million, thus enabling us to continue to invest in strategic M&A, technology infrastructure, regulatory compliance and consumer facing product and marketing initiatives in 2012 and beyond. It was a year that saw Green Dot grow new card activations by 27% over 2010, on top of an already large and industry leading sales base. And it was a year in which we once again delivered robust year over year revenue and earnings growth for our investors," said Steve Streit, Green Dot's Chairman and Chief Executive Officer.

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* * *

"We are pleased with the strong growth across all of our key financial and operational metrics in the fourth quarter, which enabled us to meet the high-end of our revised 2011 full-year adjusted EBITDA guidance. We were also encouraged by the year-over-year margin expansion in Q4, which was driven by significant efficiency gains in several areas of the business," said John Keatley, Green Dot's Chief Financial Officer.

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:12-cv-06492-GW-CW Document 1 Filed 07/27/12 of 35 Page ID #:12 Case

In 2012, Green Dot expects another year of very strong top-line and bottom-line growth. Non-GAAP total operating revenues are expected to grow 20-24%, based upon the following year-over-year assumptions:

• A greater than 20% improvement in the average number of active cards

• Growth in cash transfers of greater than 20%, and • GDV growth in excess of 30%

Adjusted EBITDA growth is expected to be 20-24%, reflecting investments the Company continues to make in new growth initiatives."

(Emphasis added).

18. On April 26, 2012, the Company issued a press release entitled, "Green

Dot Reports First Quarter 2012 Financial Results, Updates 2012 Guidance for Loopt

Acquisition." Therein, the Company, in relevant part, stated:

Green Dot Corporation (NYSE: GDOT), a leading prepaid financial services company, today reported financial results for the first quarter ended March 31, 2012.

For the first quarter of 2012, Green Dot reported an 18% year-over-year increase in non- GAAP total operating revenues to $145.5 million, a 21% year-over-year increase in non-GAAP net income to $21.2 million and non-GAAP diluted earnings per share of $0.48. GAAP results for the first quarter were $142.3 million in revenues, $17.1 million in net income, and $0.39 in diluted earnings per share.

"We're off to a great start in 2012, posting solid top- and bottom-line organic growth rates despite the planned discontinuation of the Turbo Tax program. We are excited about the opportunities that exist in our sales pipeline and believe we are well-positionedfor continued success," said Steve Streit, Green Dot's Chairman and Chief Executive Officer.

* * *

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"Our first quarter results reflect strong customer acquisition and usage of our products. We saw robust underlying growth across the board in terms of our key operating metrics. Excluding the discontinued TurboTax program in both periods, we experience623 0/0

growth in new cards activated, 20% higher active cards, and a 33% gain in GDV, all of which are good indicators of the health of our business. Furthermore, increased average card usage helped drive higher revenue and earnings per active card. Although we are pleased with our Q results, as previously disclosed, we expect our recent acquisition of Loopt, Inc. to result in approximately $14 million of incremental operating expenses during the remainder of the year, which will reduce our previously guided 2012 full year adjusted EBITDA accordingly," said John Keatley, Green Dot's Chief Financial Officer.

* * *

In 2012, Green Dot continues to expect full year non-GAAP total operating revenues to grow 20-24%, based upon the following year-over-year assumptions:

• A greater than 20% improvement in the average number of active cards

• Growth in cash transfers of greater than 20%, and • GDV growth in excess of 30%

Adjusted EBITDA year-over-year growth is now expected to be in the 8-12% range, reflecting $14 million in incremental operating expenses during the remainder of this year that the Company expects to incur as a result of the acquisition of Loopt, Inc. Non-GAAP diluted EPS for the full year reflecting these additional costs is now expected to be in the $1.65-1 .70 range.

(Emphasis added).

19. The statements contained in ¶T17-18, were materially false and/or

misleading when made because Defendants failed to disclose or indicate the

following: (1) that the Company's new internal risk policies and procedures were

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Case

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:12-cv-06492-GW-CW Document 1 Filed 07/27/12 of 35 Page ID #:14

negatively impacting Green Dot's growth in new account activations; (2) that certain

of Green Dot's retailers were planning to start selling competitive GPR products in

addition to the Company's products; (3) that the Company lacked historical data to

accurately predict how these retailers selling of competitive GPR products would

impact Green Dot's sales; and (4) that, as a result of the foregoing, the Defendants'

positive statements about Green Dot's business, operations, and prospects, as well as

those regarding Green Dot's revenue outlook for the 2012 fiscal year, lacked a

reasonable basis.

Disclosures at the End of the Class Period

20. On July 26, 2012, the Company issued a press release entitled, "Green

Dot Reports Second Quarter 2012 Financial Results, Updates 2012 Guidance, Enters

Education Vertical." Therein, the Company, in relevant part, disclosed:

For the second quarter of 2012, Green Dot reported a 17% year-over-year increase in non-GAAP total operating revenues 1 to $139.3 million and non-GAAP diluted earnings per sharel of $0.35. GAAP results for the second quarter were $136.7 million in revenues and $0.27 in diluted earnings per share.

"The core business performed well during the quarter, and our strategy to enter new distribution channels and develop new financial products for new segments of customers is beginning to take shape. Initiatives underway to vertically integrate the card issuing and transaction processing functions remain on track, and we reached a milestone on the product development front with the first beta release of our new mobile-centric checking account offering. Although our growth was strong over the first half of2012 and some notable new business wins could potentially provide meaningful tailwinds over the longer-term, we are lowering our guidancefor the remainder of the year given that


we now see a greater level of uncertainty going forward in our business as the prepaid marketplace continues to evolve," said Steve Streit, Green Dot's Chairman and Chief Executive Officer.

* * *

"Our outlook for the remainder of the year reflects the impact of new internal risk policies and controls to improve the security and quality of our portfolio. Our reforecast also assumes that by later this year, many of our retailers will start to sell competitive GPR products in addition to our products. Because we lack the historical data to accurately predict how this will impact our sales, we have taken what we believe to be a conservative view of any potential impact," said John Keatley, Green Dot's Chief Financial Officer.

* * *

For 2012, Green Dot now expects full year non-GAAP total operating revenues to grow to a range of $534 million to $543 million, based upon the following year-over-year assumptions:

Approximately 5% improvement in the average number of active cards, and

Growth in cash transfers of greater than 15%

Adjusted EBJTDA is now expected to be between $104 million and $106 million. Non-GAAP diluted EPS for the full year is now expected to be between $1.29 and $1.32.

(Emphasis added).

21. In connection with the announcement of the Company's 2012 fiscal

second quarter financial results, on July 26, 2012, Green Dot hosted a conference call

to discuss the Company's second quarter 2012 financial results that was open to,

among others, financial analysts, investors, and other market participants.

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:12-cv-06492-GW-CW Document 1 Filed 07/27/12 of 35 Page ID #:16 Case

1 Defendants Streit and Keatley were present and therein, in relevant part, stated:

[Defendant Streit:] . . . I'd like to let you know that we are going to use the occasion of this earnings call to provide revised guidance fOr the remainder of this year. We see a greater level of uncertainty going forward in our business as our market and the prepaid industry in general continues to evolve. So we feel the need to be cautious and lower guidance for the remainder of the year, and I would like to walk you through our thinking.

There are a number of unknowns in our business that could be headwinds to revenue growth going forward and these potential headwinds fall into two main buckets. Bucket one is new competition. After personally meeting with most of our largest retail partners over the past 90 days, we expect that several new competitive products could be on sale next to Green Dot products at many of our current retail distribution locations later this year or next year.

Some of our retailers believe that expanding the in-store product selection will increase the overall pie and invite new customers into the category and that this may benefit Green Dot with higher sales. But other of our retailers believe the category may will grow but that Green Dot's net unit sales may decline as a result. Frankly, we don't know how this will all play out, and therefore we think it's most appropriate to take a conservative view and assume that, at least at the outset, that we lose some portion of our unit sales at most of our major retailers.

The second bucket is around new risk controls which we voluntarily began to put into place in late Qi and then accelerated into Q2. These new controls are designed to enhance security measures through tighter customer identification protocols and more sophisticated back end monitoring of accounts.

While these new risk controls are without question the right thing to do, the short-term effect is that we are seeing our year-over-year growth in new accounts activated be negatively impacted as new customer accounts are now more stringently vetted as part of these new processes.

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Case :12-cv-06492-GW-CW Document 1 Filed 07/27/12 of 35 Page ID #:17

So the updated growth ranges that John will share with you in a minute reflect our best attempt to bake in a conservative view on how these things might play out for the remainder of the year.

* * *

[Defendant Keatley:] . . . Earlier in the call Steve walked through the main assumptions behind our updated outlook. Now I'd like to take the time to discuss the rationale behind the revised guidance. First, as we previously announced, we have made efforts to strengthen our risk policies and controls to ensure a high-quality and more sustainable business.

While these controls have improved the security and quality of our portfolio, they have also impacted the approval rates of customers attempting to activate a new card or attempting to use their card once activated. Taking the combined effect of these various new controls, we estimate that the growth impact to our overall portfolio has been on the order of 5 to 10 percentage points.

Second, as Steve mentioned, we recently learned that more of our retailers will begin selling competitive GPR products in addition to our products, in some cases beginning in late 2012. In our history, we have had only two retailers move from an exclusive merchandising display to a non-exclusive display with multiple product. In both cases, results have been that our sales growth decreased year-over-year , but our gross number of active cards from those retailers, and the revenue derived from those retailers, has continued to grow.

Plus, each retailer had different circumstances where pricing of the competitive products, or merchandising prominence for Green Dot products changed at the same time. So there were a lot of moving pieces. So we don 'tfeel like we have enough data or historical experience to accurately predict what will happen to our volumes at other retailers that move to a non-exclusive format . Given this uncertainty, we have taken what we believe to be a conservative view of how sales might be negatively impacted and you see that view reflected in our re-forecast.

(Emphasis added).

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Case 2

:12-cv-06492-GW-CW Document 1 Filed 07/27/12 of 35 Page ID #:18

1

22. On this news, the Company's shares declined $14.26 per share, or

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3 61.15%, to close on July 27, 2012, at $9.06 per share, on unusually heavy volume.

4

CLASS ACTION ALLEGATIONS

5 23. Plaintiff brings this action as a class action pursuant to Federal Rule of 6

7 Civil Procedure 23(a) and (b)(3) on behalf of a class, consisting of all those who

8 purchased Green Dot securities between January 26, 2012 and July 26, 2012 5,

9 inclusive (the "Class Period") and who were damaged thereby (the "Class").

DI

11 Excluded from the Class are Defendants, the officers and directors of the Company,

12 at all relevant times, members of their immediate families and their legal 13

14 I representatives, heirs, successors or assigns and any entity in which Defendants have

15 or had a controlling interest.

16 24. The members of the Class are so numerous that joinder of all members

17

18 is impracticable. Throughout the Class Period, Green Dot's securities were actively

19 I traded on the New York Stock Exchange (the "NYSE"). While the exact number of

20 Class members is unknown to Plaintiff at this time and can only be ascertained

21

22 I through appropriate discovery, Plaintiff believes that there are hundreds or thousands

23 of members in the proposed Class. Millions of Green Dot shares were traded publicly 24

25 during the Class Period on the NYSE. As of April 30, 2012, the Company had

26 30,417,707 shares of Class A common stock and 5,170,556 shares Class B commofl

27 stock outstanding. Record owners and other members of the Class may be identified

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1 from records maintained by Green Dot or its transfer agent and may be notified of the

2

3 pendency of this action by mail, using the form of notice similar to that customarily

4 I used in securities class actions.

5 25. Plaintiff's claims are typical of the claims of the members of the Class 6

7 as all members of the Class are similarly affected by Defendants' wrongful conduct

8 in violation of federal law that is complained of herein.

9 26. Plaintiff will fairly and adequately protect the interests of the members

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11 I of the Class and has retained counsel competent and experienced in class and

12 I securities litigation.

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14 27. Common questions of law and fact exist as to all members of the Class

15 I and predominate over any questions solely affecting individual members of the Class.

16 I Among the questions of law and fact common to the Class are: 17

18 (a) Whether the federal securities laws were violated by Defendants'

19 I acts as alleged herein;

20 (b) Whether statements made by Defendants to the investing public

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22 I during the Class Period omitted and/or misrepresented material facts about the

23 I business, operations, and prospects of Green Dot; and 24

25 (c) To what extent the members of the Class have sustained damages

26 and the proper measure of damages.

27 28. A class action is superior to all other available methods for the fair and

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1 efficient adjudication of this controversy since joinder of all members is

2

3 impracticable. Furthermore, as the damages suffered by individual Class members

4 may be relatively small, the expense and burden of individual litigation makes it

5 impossible for members of the Class to individually redress the wrongs done to them. 6

7 There will be no difficulty in the management of this action as a class action.

8

UNDISCLOSED ADVERSE FACTS

9 29. The market for Green Dot's securities was open, well-developed and

10

11 efficient at all relevant times. As a result of these materially false and/or misleading

12 statements, and/or failures to disclose, Green Dot's securities traded at artificially 13

14 inflated prices during the Class Period. Plaintiff and other members of the Class

15 I purchased or otherwise acquired Green Dot's securities relying upon the integrity of

16 the market price of the Company's securities and market information relating to 17

18 Green Dot, and have been damaged thereby.

19

30. During the Class Period, Defendants materially misled the investing

20 public, thereby inflating the price of Green Dot's securities, by publicly issuing false

21

22 and/or misleading statements and/or omitting to disclose material facts necessary to

23 make Defendants' statements, as set forth herein, not false and/or misleading. Said 24

25 statements and omissions were materially false and/or misleading in that they failed

26 to disclose material adverse information and/or misrepresented the truth about Green

27 Dot's business, operations, and prospects as alleged herein.

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1

31. At all relevant times, the material misrepresentations and omissions 2

3 particularized in this Complaint directly or proximately caused or were a substantial

4 contributing cause of the damages sustained by Plaintiff and other members of the

5 Class. As described herein, during the Class Period, Defendants made or caused to

6

7 be made a series of materially false and/or misleading statements about Green Dot's

8 financial well-being and prospects. These material misstatements and/or omissions

9 had the cause and effect of creating in the market an unrealistically positive

10

11 assessment of the Company and its financial well-being and prospects, thus causing

12 the Company's securities to be overvalued and artificially inflated at all relevant 13

14 times. Defendants' materially false and/or misleading statements during the Class

15 Period resulted in Plaintiff and other members of the Class purchasing the Company's

16 securities at artificially inflated prices, thus causing the damages complained of

17

18 herein.

19

LOSS CAUSATION

20

21 32. Defendants' wrongful conduct, as alleged herein, directly and

22 proximately caused the economic loss suffered by Plaintiff and the Class.

23 33. During the Class Period, Plaintiff and the Class purchased Green Dot's 24

25 securities at artificially inflated prices and were damaged thereby. The price of the

26 Company's securities significantly declined when the misrepresentations made to the

27 market, and/or the information alleged herein to have been concealed from the

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1 I market, and/or the effects thereof, were revealed, causing investors's losses.

2 SCIENTER ALLEGATIONS

3

4

34. As alleged herein, Defendants acted with scienter in that Defendants

5 knew that the public documents and statements issued or disseminated in the name 6

7 of the Company were materially false and/or misleading; knew that such statements

8 or documents would be issued or disseminated to the investing public; and knowingly

9 and substantially participated or acquiesced in the issuance or dissemination of such

10

11 statements or documents as primary violations of the federal securities laws. As set

12 forth elsewhere herein in detail, Defendants, by virtue of their receipt of information 13

14 I reflecting the true facts regarding Green Dot, his/her control over, and/or receipt

15 and/or modification of Green Dot's allegedly materially misleading misstatements

16 and/or their associations with the Company which made them privy to confidential 17

18 I proprietary information concerning Green Dot, participated in the fraudulent scheme

19 alleged herein.

20 APPLICABILITY OF PRESUMPTION OF RELIANCE

21

(FRAUD-ON-THE-MARKET DOCTRINE)

22 35. The market for Green Dot's securities was open, well-developed and

23

24 efficient at all relevant times. As a result of the materially false and/or misleading

25 statements and/or failures to disclose, Green Dot's securities traded at artificially 26

27 inflated prices during the Class Period. On March 2, 2012, the Company's stock

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1 I closed at a Class Period high of $32.36 per share. Plaintiff and other members of the

2

3 Class purchased or otherwise acquired the Company's securities relying upon the

4 integrity of the market price of Green Dot's securities and market information relating

5 I to Green Dot, and have been damaged thereby. 6

7 36. During the Class Period, the artificial inflation of Green Dot's securities

8 was caused by the material misrepresentations and/or omissions particularized in this

I Complaint causing the damages sustained by Plaintiff and other members of the 10

11 I Class. As described herein, during the Class Period, Defendants made or caused to

12 I be made a series of materially false and/or misleading statements about Green Dot's

13

14 business, prospects, and operations. These material misstatements and/or omissions

15 I created an unrealistically positive assessment of Green Dot and its business,

16 I operations, and prospects, thus causing the price of the Company's securities to be

17

18 I artificially inflated at all relevant times, and when disclosed, negatively affected the

19 I value of the Company securities. Defendants' materially false and/or misleading

20 statements during the Class Period resulted in Plaintiff and other members of the

21

22 Class purchasing the Company's securities at such artificially inflated prices, and

23 each of them has been damaged as a result. 24

25 37. At all relevant times, the market for Green Dot's securities was an

26 II efficient market for the following reasons, among others:

27 (a) Green Dot securities met the requirements for listing, and was 28

-18-


1 listed and actively traded on the NYSE, a highly efficient and automated market; 2

3 (b) As a regulated issuer, Green Dot filed periodic public reports with

4 I the SEC and/or the NYSE;

5 (c) Green Dot regularly communicated with public investors via

6

7 established market communication mechanisms, including through regular

8 dissemination of press releases on the national circuits of major newswire services

9 and through other wide-ranging public disclosures, such as communications with the

10

11 financial press and other similar reporting services; and/or

12

(d) Green Dot was followed by securities analysts employed by 13

14 brokerage firms who wrote reports about the Company, and these reports were

15 distributed to the sales force and certain customers of their respective brokerage

16 firms. Each of these reports was publicly available and entered the public

17

18 marketplace.

19

38. As a result of the foregoing, the market for Green Dot's securities

20

21 promptly digested current information regarding Green Dot from all publicly

22 available sources and reflected such information in Green Dot's stock price. Under

23 these circumstances, all purchasers of Green Dot's securities during the Class Period 24

25 suffered similar injury through their purchase of Green Dot's securities at artificially

26 inflated prices and a presumption of reliance applies.

27 NO SAFE HARBOR

-19-

28


1

39. The statutory safe harbor provided for forward-looking statements under

2

3 certain circumstances does not apply to any of the allegedly false statements pleaded

4 in this Complaint. The statements alleged to be false and misleading herein all relate

5 to then-existing facts and conditions. In addition, to the extent certain of the 6

7 statements alleged to be false maybe characterized as forward looking, they were not

8 identified as "forward-looking statements" when made and there were no meaningful

9 cautionary statements identifying important factors that could cause actual results to

10

11 differ materially from those in the purportedly forward-looking statements. In the

12 alternative, to the extent that the statutory safe harbor is determined to apply to any

13

14 forward-looking statements pleaded herein, Defendants are liable for those false

15 forward-looking statements because at the time each of those forward-looking

16 statements was made, the speaker had actual knowledge that the forward-looking 17

18 statement was materially false or misleading, and/or the forward-looking statement

111 was authorized or approved by an executive officer of Green Dot who knew that the

20 statement was false when made.

21

22 FIRST CLAIM

Violation of Section 10(b) of 23

The Exchange Act and Rule 10-5 24 Promulgated Thereunder Against All Defendants

25 40. Plaintiff repeats and realleges each and every allegation contained above 26

27 as if fully set forth herein.

28

-20-


1

41. During the Class Period, Defendants carried out a plan, scheme and

2

3 course of conduct which was intended to and, throughout the Class Period, did: (i)

4 deceive the investing public, including Plaintiff and other Class members, as alleged

5 herein; and (ii) cause Plaintiff and other members of the Class to purchase Green 6

7 Dot's securities at artificially inflated prices. In furtherance of this unlawful scheme,

8 I plan and course of conduct, defendants, and each of them, took the actions set forth

9 I herein.

10

11 42. Defendants (i) employed devices, schemes, and artifices to defraud; (ii)

12 I made untrue statements of material fact and/or omitted to state material facts

13

14 I necessary to make the statements not misleading; and (iii) engaged in acts, practices,

15 I and a course of business which operated as a fraud and deceit upon the purchasers of

16 the Company's securities in an effort to maintain artificially high market prices for 17

18 I Green Dot's securities in violation of Section 10(b) of the Exchange Act and Rule

19 1 Ob-5. All Defendants are sued either as primary participants in the wrongful and

20 I illegal conduct charged herein or as controlling persons as alleged below.

21

22 43. Defendants, individually and in concert, directly and indirectly, by the

23 use, means or instrumentalities of interstate commerce and/or of the mails, engaged 24

25 I and participated in a continuous course of conduct to conceal adverse material

26 I information about Green Dot's financial well-being and prospects, as specified

27 I herein.

-21-

28


1

44. These defendants employed devices, schemes and artifices to defraud,

2

3 while in possession of material adverse non-public information and engaged in acts,

4 I practices, and a course of conduct as alleged herein in an effort to assure investors of

5 Green Dot's value and performance and continued substantial growth, which included 6

7 the making of, or the participation in the making of, untrue statements of material

8 facts and/or omitting to state material facts necessary in order to make the statements

9 made about Green Dot and its business operations and future prospects in light of the

10

11 circumstances under which they were made, not misleading, as set forth more

12 particularly herein, and engaged in transactions, practices and a course of business

13

14 which operated as a fraud and deceit upon the purchasers of the Company's securities

15 during the Class Period.

16 45. Each of the Individual Defendants' primary liability, and controlling 17

18 person liability, arises from the following facts: (i) the Individual Defendants were

19 high-level executives and/or directors at the Company during the Class Period and

20 members of the Company's management team or had control thereof; (ii) each of

21

22 these defendants, by virtue of their responsibilities and activities as a senior officer

23 and/or director of the Company, was privy to and participated in the creation, 24

25 development and reporting of the Company's internal budgets, plans, projections

26 and/or reports; (iii) each of these defendants enjoyed significant personal contact and

27 familiarity with the other defendants and was advised of, and had access to, other 28

-22-


1 I members of the Company's management team, internal reports and other data and

2

3 information about the Company's finances, operations, and sales at all relevant times;

4 and (iv) each of these defendants was aware of the Company's dissemination of

5 I information to the investing public which they knew and/or recklessly disregarded 6

7 was materially false and misleading.

8

46. The defendants had actual knowledge of the misrepresentations and/or

9 omissions of material facts set forth herein, or acted with reckless disregard for the

10

11 truth in that they failed to ascertain and to disclose such facts, even though such facts

12 were available to them. Such defendants' material misrepresentations and/or

13

14 omissions were done knowingly or recklessly and for the purpose and effect of

15 concealing Green Dot's financial well-being and prospects from the investing public

16 and supporting the artificially inflated price of its securities. As demonstrated by 17

18 Defendants' overstatements and/or misstatements of the Company's business,

19 operations, financial well-being, and prospects throughout the Class Period,

'Al Defendants, if they did not have actual knowledge of the misrepresentations and/or

21

22 omissions alleged, were reckless in failing to obtain such knowledge by deliberately

23 I refraining from taking those steps necessary to discover whether those statements 24

25 were false or misleading.

2611 47

As a result of the dissemination of the materially false and/or misleading

27 information and/or failure to disclose material facts, as set forth above, the market

-23-

28


1 price of Green Dot's securities was artificially inflated during the Class Period. In 2

3 ignorance of the fact that market prices of the Company's securities were artificially

4 inflated, and relying directly or indirectly on the false and misleading statements

5 made by Defendants, or upon the integrity of the market in which the securities

S

trades, and/or in the absence of material adverse information that was known to or

8 recklessly disregarded by Defendants, but not disclosed in public statements by

9 Defendants during the Class Period, Plaintiff and the other members of the Class

10

11 acquired Green Dot's securities during the Class Period at artificially high prices and

12 were damaged thereby. 13

14 48. At the time of said misrepresentations and/or omissions, Plaintiff and

15 other members of the Class were ignorant of their falsity, and believed them to be

16 true. Had Plaintiff and the other members of the Class and the marketplace known

17

18 the truth regarding the problems that Green Dot was experiencing, which were not

19 disclosed by Defendants, Plaintiff and other members of the Class would not have

20

21 purchased or otherwise acquired their Green Dot securities, or, if they had acquired

22 such securities during the Class Period, they would not have done so at the artificially

23 inflated prices which they paid. 24

25 49. By virtue of the foregoing, Defendants have violated Section 10(b) of I

26 the Exchange Act and Rule 1 Ob-5 promulgated thereunder.

27 50. As a direct and proximate result of Defendants' wrongful conduct,

28 I

-24-


1 I Plaintiff and the other members of the Class suffered damages in connection with

2

3 their respective purchases and sales of the Company's securities during the Class

4 I Period.

5 SECOND CLAIM 6

Violation of Section 20(a) of

7 The Exchange Act Against the Individual Defendants

8

51

Plaintiff repeats and realleges each and every allegation contained above

9 as if fully set forth herein.

10

11 52. The Individual Defendants acted as controlling persons of Green Dot

12 within the meaning of Section 20(a) of the Exchange Act as alleged herein. By virtue 13

14 of their high-level positions, and their ownership and contractual rights, participation

15 in and/or awareness of the Company's operations and/or intimate knowledge of the

16 false financial statements filed by the Company with the SEC and disseminated to the 17

18 investing public, the Individual Defendants had the power to influence and control

19 and did influence and control, directly or indirectly, the decision-making of the

20 Company, including the content and dissemination of the various statements which

21

22 Plaintiff contends are false and misleading. The Individual Defendants were provided

23 with or had unlimited access to copies of the Company's reports, press releases, 24

25 I public filings and other statements alleged by Plaintiff to be misleading prior to

26 and/or shortly after these statements were issued and had the ability to prevent the

27 issuance of the statements or cause the statements to be corrected.

- 25 -

28


1

53. In particular, each of these Defendants had direct and supervisory

2

3 involvement in the day-to-day operations of the Company and, therefore, is presumed

4 to have had the power to control or influence the particular transactions giving rise

5 to the securities violations as alleged herein, and exercised the same. 6

7 54. As set forth above, Green Dot and the Individual Defendants each

8 I violated Section 10(b) and Rule 1 Ob-5 by their acts and/or omissions as alleged in this

9 I Complaint. By virtue of their positions as controlling persons, the Individual

10

11 I Defendants are liable pursuant to Section 20(a) of the Exchange Act. As a direct and

12 I proximate result of Defendants' wrongful conduct, Plaintiff and other members ofthe

13

14 I Class suffered damages in connection with their purchases of the Company's

15 securities during the Class Period.

16 PRAYER FOR RELIEF 17

18 WHEREFORE, Plaintiff prays for relief and judgment, as follows:

19

(a) Determining that this action is a proper class action under Rule 23 of the

20 I Federal Rules of Civil Procedure;

21

22 (b) Awarding compensatory damages in favor of Plaintiff and the other

23 I Class members against all defendants, jointly and severally, for all damages sustained 24

25 as a result of Defendants' wrongdoing, in an amount to be proven at trial, including

26 I interest thereon;

27 (c) Awarding Plaintiff and the Class their reasonable costs and expenses 28

-26-


1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

incurred in this action, including counsel fees and expert fees; and

(d) Such other and further relief as the Court may deem just and proper.

JURY TRIAL DEMANDED

Plaintiff hereby demands a trial by jury.

I DATED: July 27, 2012

GLANCY BINKOW & GOLDBERG LLP

By: Lione)ñ Michael Goldberg Robert V. Prongay 1925 Century Park East, Suite 2100 Los Angeles, California 90067 Telephone: (310) 201-9150 Facsimile: (310) 201-9160

LAW OFFICES OF HOWARD G. SMITH Howard G. Smith 3070 Bristol Pike, Suite 112 Bensalem, PA 19020 Telephone: (215) 638-4847 Facsimile: (215) 638-4867

Attorneys for Plaintiff Bryan Zee

-27-


SWORN CERTIFICATION OF PLAINTtFF

Green Dot Corporation, SECURITIES LJT[GATTO{ -i

L, Bryan Zee, certify that:

1. 1 have reviewed the complaint and authori,ed iis lling.

2. I did not purchast Green Dot Corporation, the security thai ls the subject olihis action at the direction of plaintiff's counsel or in order to participate in any private action aIlsiug under this title.

1 1 am witting to serve as a reprcscnlalive party on behalf ofa class and will tetiPy at deposition and trial, if rieccsay.

4. My transactions Green Dot Corporation during the class period set thrtli in the Complaint are as follows;

See Attached Transactions

5. 1 have not served as a representative party an behallofa class under this title during the last three years except as slated:

6. 1 will not accept any payment for serving as a represenlalive party, except to receive my pro rala share of any recovery or as ordered or approved by the court including the award to a representative plaintiff o ire;isonable costs and cx peri.ses (including lost wages) directly relating to the represenial kin of ihe class,

- Check here if you are a current employee or former employee oithe detndant Company.

I declare under penalty of peliwy that the foregoing are true and correct .staterncrtls.

f)a(cd; _July27tli 2012

L -7-- (Please Sigii Your Name Above)


Transaction Trade Date Price Quantity

BUY 02/16/2012 $30.55 33

SELL 03/05/2012 $323656 16

SELL 03/05/2012 $32.542 17

BUY 03/13/2012 $28.00 66

BUY 03/26/2012 $26.40 38

BUY 06/21/2012 $21.23 200

SELL 06/22/2012 $21.53 200

BUY 07/05/2012 $24.72 200



NOTICE OF ASSIGNMENT TO UNITED STATES MAGISTRATE JUDGE FOR DISCOVERY

This case has been assigned to District Judge George H. Wu and the assigned discovery Magistrate Judge is Carla Woehrle.

The case number on all documents filed with the Court should read as follows:

CV12— 6492 GW (CWx)

Pursuant to General Order 05-07 of the United States District Court for the Central District of California, the Magistrate Judge has been designated to hear discovery related motions.

All discovery related motions should be noticed on the calendar of the Magistrate Judge

NOTICE TO COUNSEL

A copy of this notice must be served with the summons and complaint on all defendants (if a removal action is filed, a copy of this notice must be served on ail plaintiffs).

Subsequent documents must be filed at the following location:

[X] Western Division Ll Southern Division u Eastern Division 312 N. Spring St., Rm. G-8 411 West Fourth St., Rm. 1-053 3470 Twelfth St., Rm. 134 Los Angeles, CA 90012 Santa Ana, CA 92701-4516 Riverside, CA 92501

Failure to file at the proper location will result in your documents being returned to you.

CV-1 8 (03/06) NOTICE OF ASSIGNMENT TO UNITED STATES MAGISTRATE JUDGE FOR DISCOVERY


Name & Address: Robert V. Prongay (#270796) Glancy Binkow & Goldberg LLP 1925 Century Park East, Suite 2100 Los Angeles, CA 90067 Telephone: (310) 201-9150


Bryan Zee, Individually and On Behalf of CASE NUMBER

Similarly Situated,

V. PLAINTIFF(S) CV12-649Z C

GREEN DOT CORPORATION, STEVEN W. STREIT, and JOHN L. KEATLEY,

SUMMONS

DEFENDANT(S).

TO: DEFENDANT(S):

A lawsuit has been filed against you.

Within 21 days after service of this summons on you (not counting the day you received it), you must serve on the plaintiff an answer to the attached Cdcomplaint 0 amended complaint O counterclaim 0 cross-claim or a motion under Rule 12 of the Federal Rules of Civil Procedure. The answer or motion must be served on the plaintiff's attorney, Robert V. Prongay , whose address is 1925 Century Park East, Suite 2100, Los Angeles, CA 90067 . If you fail to do so,

judgment by default will be entered against you for the relief demanded in the complaint; You also must file your answer or motion with the court.

Clerk, U.S. District Court

J U L 272012 Dated:

By: Dep ty lerk

(Seal of the Court)

[Use 60 days if the defendant is the United States or a United States agency, or is an officer or employee of the United States. Allowed 60 days by Rule 12(a)(3)].

CV-01A (10/11 SUMMONS


Name & Address: Robert V. Prongay (#270796) Glancy Binkow & Goldberg LLP 1925 Century Park East, Suite 2100 Los Angeles, CA 90067 Telephone: (310) 201-9150


Bryan Zee, Individually and On of All Others CASE NUMBER Similarly Situated,

V. PLAINTIFF(S)

SV12-6492 GREEN DOT CORPORATION, STEVEN W. STREIT, and JOHN L. KEATLEY,

SUMMONS

DEFENDANT(S).

TO: DEFENDANT(S):

A lawsuit has been filed against you.

Within 21 days after service of this summons on you (not counting the day you received it), you must serve on the plaintiff an answer to the attached 'complaint E amended complaint E counterclaim El cross-claim or a motion under Rule 12 of the Federal Rules of Civil Procedure. The answer or motion must be served on the plaintiff's attorney, Robert V. Prongay , whose address is 1925 Century Park East, Suite 2100, Los Angeles, CA 90067 . If you fail to do so,

judgment by default will be entered against you for the relief demanded in the complaint. You also must file your answer or motion with the court.

Clerk, U.S. District Court

Dated: JUL 272012 By: MARILYN DAVI

Deputy CleN;;-*W,*

(Seal of the Court)

[Use 60 days if the defendant is the United States or a United States agency, or is an officer or employee of the United States. Allowed 60 days by Rule 12(a) (3)].

CV-01A (10/11 SUMMONS


UNITED STATES DISTRICT COURT, CENTRAL DISTRICT OF CALIFORNIA CIVIL COVER SHEET

1(a) PLAINTIFFS (Check box if you are representing yourself[])

DEFENDANTS

BRYAN ZEE, Individually And On Behalf of All Others Similarly Situated, GREEN DOT CORPORATION, STEVEN W. STREIT, and JOHN L. KEATLEY,

(b) Attorneys (Firm Name, Address and Telephone Number. If you are representing yourself, provide same.)

Robert V. Prongay (#270796), Glancy Binkow & Goldberg LLP 1925 Century Park East, Suite 2100, Los Angeles, CA 90067 Telephone: (310) 201-9150

Attorneys (If Known)

II. BASIS OF JURISDICTION (Place an X in one box only.)

0 1 U.S. Government Plaintiff NI3 Federal Question (U.S. Government Not a Party)

02 U.S. Government Defendant 04 Diversity (Indicate Citizenship of Parties in Item III)

IV. ORIGIN (Place an X in one box only.)

Ill. CITIZENSHIP OF PRINCIPAL PARTIES - For Diversity Cases Only (Place an X in one box for plaintiff and one for defendant.)

PTF DEF PTF DEF Citizen of This State 0 1 01 Incorporated or Principal Place 04 04

of Business in this State

Citizen of Another State 02 02 Incorporated and Principal Place 0 5 05 of Business in Another State

Citizen or Subject of a Foreign Country 03 03 Foreign Nation 06 06

Original 02 Removed from 03 Remanded from 04 Reinstated or 0 5 Transferred from another district (specify): 06 Multi- 07 Appeal to District Proceeding State Court Appellate Court Reopened District Judge from

Litigation Magistrate Judge

V. REQUESTED IN COMPLAINT: JURY DEMAND: 'Yes 0 No (Check 'Yes' only if demanded in complaint.)

CLASS ACTION under F.R.C.P. 23: 'Yes 0 No 0 MONEY DEMANDED IN COMPLAINT: s 10 be proved

VI. CAUSE OF ACTION (Cite the U.S. Civil Statute under which you are filing and write a brief statement of cause. Do not cite jurisdictional statutes unless diversity.) Violation of Sections 10(b) and 20(a) of the Exchange Act and SEC Rule lOb-5

VII. NATURE OF SUIT (Place an X in one box only.)

OTHER STATUTES

0400 State Reapportionment 0410 Antitrust 0430 Banks and Banking 0450 Commerce/ICC

Rates/etc. 0460 Deportation El 470 Racketeer Influenced

and Corrupt Organizations

0480 Consumer Credit 0490 Cable/Sat TV

V 10 Selective Service 50 Securities/Commodities

Exchange 0875 Customer Challenge 12

USC 3410 O 890 Other Statutory Actions O 891 Agricultural Act O 892 Economic Stabilization

Act o 893 Environmental Matters E1894 Energy Allocation Act O 895 Freedom of Info. Act 0900 Appeal of Fee Determi-

nation Under Equal Access to Justice

LI 950 Constitutionality of State Statutes

CONTRACT

0 110 Insurance 0120 Marine 0130 Miller Act 0 140 Negotiable Instrument 0150 Recovery of

Overpayment & Enforcement of Judgment

0 151 Medicare Act 0 152 Recovery of Defaulted

Student Loan (Excl. Veterans)

0153 Recovery of Overpayment of Veteran's Benefits

0 160 Stockholders' Suits 0190 Other Contract 0 195 Contract Product

Liability 0 196 Franchise -

REAL PROPERTY 0 210 Land Condemnation 0220 Foreclosure 0230 Rent Lease & Ejectment 0 240 Torts to Land LI 245 Tort Product Liability 0 290 All Other Real Property

TORTS PERSONAL INJURY

0310 Airplane 0 315 Airplane Product

Liability 0320 Assault, Libel &

Slander 0330 Fed. Employers'

Liability 0340 Marine 0 345 Marine Product

Liability 0350 Motor Vehicle 0355 Motor Vehicle

Product Liability 0 360 Other Personal

Injury 0 362 Personal Injury-

Med Malpractice 0 365 Personal Injury-

Product Liability 13368 Asbestos Personal

Injury Product Liability - -

IMIvOGRATEON 0462 Naturalization

Application 11463 Habeas Corpus-

Alien Detainee 465 Other Immigration

Actions

TORTS

PERSONAL PROPERTY

0 370 Other Fraud 0371 Truth in Lending 0380 Other Personal

Property Damage 0385 Property Damage

Product Liability BANKRUPTCY

0422 Appeal 28 USC 158

0423 Withdrawal 28 USC 157

C[V[L RIGHTS 0441 Voting 0442 Employment 0443 Housing/Acco-

mmodations 0444 Welfare 0445 American with

Disabilities - Employment

0 446 American with Disabilities - Other

0440 Other Civil Rights

PRISONER

PETITIONS 0510 Motions to

Vacate Sentence Habeas Corpus

0530 General 0535 Death Penalty 0540 Mandamus/

Other 0 550 Civil Rights 0555 Prison Condition

FORFEITURE/ PENALTY

0 610 Agriculture 0620 Other Food &

Drug 0 625 Drug Related

Seizure of Property 21 USC 881

0630 Liquor Laws 0640 R.R. & Truck O 650 Airline Regs 0660 Occupational

Safety /Health 0 690 Other

LABOR

0 710 Fair Labor Standards Act

0720 Labor/Mgmt. Relations

0730 Labor/Mgmt. Reporting & Disclosure Act

0 740 Railway Labor Act 0790 Other Labor

Litigation 0 791 EmpI. Ret. Inc.

Security Act PROPERTY RIGHTS

0 820 Copyrights 0 830 Patent U 840 Trademark

SOCIAL SECURITY LI 861 HIA(1395ff) 0862 Black Lung (923) 0863 DIWCIDIWW

(405(g)) 0864 SSID Title XVI 0865 RSI (405(g))

FEDERAL TAX SUITS 0 870 Taxes (U.S. Plaintiff

or Defendant) 0871 IRS-Third Party 26

USC 7609

FOR OFFICE USE ONLY: Case Number:

AFTER COMPLETING THE FRONT SIDE OF FORM CV-71, COMPLETE THE INFORMATION REQUESTED BELOW.

CV-7I (05/08)

CIVIL COVER SHEET

Page 1 of2


UNITED STATES DISTRICT COURT, CENTRAL DISTRICT OF CALIFORNIA CIVIL COVER SHEET

VIII(a). IDENTICAL CASES: Has this action been previously filed in this court and dismissed, remanded or closed? iNo DYes If yes, list case number(s):

VIH(b). RELATED CASES: Have any cases been previously filed in this court that are related to the present case? 'No DYes If yes, list case number(s):

Civil cases are deemed related if a previously filed case and the present case:

(Check all boxes that apply) 0 A. Arise from the same or closely related transactions, happenings, or events; or

0 B. Call for determination of the same or substantially related or similar questions of law and fact; or

• C. For other reasons would entail substantial duplication of labor if heard by different judges; or

• D. Involve the same patent, trademark or copyright, and one of the factors identified above in a, b ore also is present.

IX. VENUE: (When completing the following information, use an additional sheet if necessary.)

(a) List the County in this District; California County outside of this District; State if other than California; or Foreign Country, in which EACH named plaintiff resides. 0 Check here if the government, its agencies or employees is a named plaintiff. If this box is checked, go to item (b.

County in this District: California County outside of this District; State, if other than California; or Foreign Country

ANZEE - Los

County, CA

(b) List the County in this District; California County outside of this District; State if other than California; or Foreign Country, in which EACH named defendant resides. LI Check here if the government, its agencies or employees is a named defendant. If this box is checked, go to item (c.

County in this Di stri ct : * California County outside of this District; State, if other than California; or Foreign Country

[ants GREEN DOT CORPORATION, STEVEN W. STREIT, and

L. KEATLEY - Monrovia, CA

(c) List the County in this District; California County outside of this District; State if other than California; or Foreign Country, in which EACH claim arose. Note: In land condemnation cases, use the location of the tract of land involved.

County in this Di s trict : * California County outside of this District; State, if other than California; or Foreign Country

os Angeles County

* Los Angeles, Orange, San Bernardino, Riverside, Ventura, Santa Barbara, or San Luis Obispo Counties

X. SIGNATURE OF ATTORNEY (OR PRO PER): Date July 27, 2012

Notice to Counsel/Parties: The CV-71 (JS-44) Civil Cover Sheet and the information contained herein neither replace nor supplement the filing and service of pleadings or other papers as required bylaw. This form, approved by the Judicial Conference of the United States in September 1974, is required pursuant to Local Rule 3-1 is not filed but is used by the Clerk of the Court for the purpose of statistics, venue and initiating the civil docket sheet. (For more detailed instructions, see separate instructions sheet.)

Key to Statistical codes relating to Social Security Cases:

Nature of Suit Code Abbreviation Substantive Statement of Cause of Action

861 HIA All claims for health insurance benefits (Medicare) under Title 18, Part A, of the Social Security Act, as amended. Also, include claims by hospitals, skilled nursing facilities, etc., for certification as providers of services under the program. (42 U.S.C. 1935FF(b))

862

863

863

864

865

BL

All claims for "Black Lung" benefits under Title 4, Part B, of the Federal Coal Mine Health and Safety Act of 1969. (30 U.S.C. 923)

DIWC

All claims filed by insured workers for disability insurance benefits under Title 2 of the Social Security Act, as amended; plus all claims filed for child's insurance benefits based on disability. (42 U.S.C. 405(g))

DIWW All claims filed for widows or widowers insurance benefits based on disability under Title 2 of the Social Security Act, as amended. (42 U.S.C. 405(g))

SSID All claims for supplemental security income payments based upon disability filed under Title 16 of the Social Security Act, as amended.

RSI All claims for retirement (old age) and survivors benefits under Title 2 of the Social Security Act, as amended. (42 U.S.C. (g))

CIVIL COVER SHEET

Page 2 of2 CV-7 1(05/08)

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