Page 13 of 22 – SEC Filing The following constitutes Amendment No. 4 to the Schedule 13D filed by the undersigned (“Amendment No. 4”). This Amendment No. 4 amends the Schedule 13D as specifically set forth herein. As of the close of business on May 23, 2016, the Reporting Persons collectively beneficially owned an aggregate of 4,689,799 Shares, constituting approximately 9.8% of the Shares outstanding. Item 2. Identity and Background.
Item 2 is hereby amended to add the following: The Issuer’s 2016 Annual Meeting of Shareholders was held on May 23, 2016 (the “2016 Annual Meeting”), at which Harvest Capital nominees Saturnino Fanlo and George W. Gresham were elected to the Board of Directors of the Issuer (the “Board”). The Joint Filing and Solicitation Agreement, dated March 16, 2016, has been terminated, and Messrs. Fanlo, Gresham, and Livingston are no longer members of the Section 13(d) group and shall cease to be Reporting Persons immediately upon the filing of this Amendment No. 4. The remaining Reporting Persons will continue filing statements on Schedule 13D with respect to their beneficial ownership of securities of the Issuer to the extent required by applicable law. Each of the remaining Reporting Persons is party to the Joint Filing Agreement, as further described in Item 6 below. 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 51,825 Shares beneficially owned by Harvest Financial is approximately $922,051, including brokerage commissions. The aggregate purchase price of the 25,424 Shares held in the Harvest Capital Accounts is approximately $449,591, 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 4. Purpose of Transaction.
Item 4 is hereby amended to add the following: According to the preliminary voting results from the 2016 Annual Meeting, two of Harvest Capital’s director nominees, Saturnino Fanlo and George W. Gresham, were elected to the Board at the 2016 Annual Meeting. Harvest Capital issued the following statement upon the conclusion of the 2016 Annual Meeting: “We want to thank our fellow shareholders for their tremendous support of our campaign for change at Green Dot. The fact that unaffiliated shareholders overwhelmingly supported Harvest’s director nominees provides a powerful message that we hope the Board will respect. With the election of George Gresham and Nino Fanlo, who received more votes than any of the incumbent nominees, as well as the recent additions of Chris Brewster, Bill Jacobs, and Raj Date, we believe an objective assessment of Green Dot’s tone at the top should follow. We also want to thank Phil Livingston for his service as a director nominee. Looking forward, we are confident that the newly reconstituted Board will listen to the voice of the Company’s unaffiliated shareholders and take the necessary steps to create significant shareholder value.” Follow Green Dot Corp (NYSE:GDOT)
Follow Green Dot Corp (NYSE:GDOT)
We may use your email to send marketing emails about our services. Click here to read our privacy policy.
The following constitutes Amendment No. 4 to the Schedule 13D filed by the undersigned (“Amendment No. 4”). This Amendment No. 4 amends the Schedule 13D as specifically set forth herein. As of the close of business on May 23, 2016, the Reporting Persons collectively beneficially owned an aggregate of 4,689,799 Shares, constituting approximately 9.8% of the Shares outstanding.
| Item 2. | Identity and Background. |
Item 2 is hereby amended to add the following:
The Issuer’s 2016 Annual Meeting of Shareholders was held on May 23, 2016 (the “2016 Annual Meeting”), at which Harvest Capital nominees Saturnino Fanlo and George W. Gresham were elected to the Board of Directors of the Issuer (the “Board”). The Joint Filing and Solicitation Agreement, dated March 16, 2016, has been terminated, and Messrs. Fanlo, Gresham, and Livingston are no longer members of the Section 13(d) group and shall cease to be Reporting Persons immediately upon the filing of this Amendment No. 4. The remaining Reporting Persons will continue filing statements on Schedule 13D with respect to their beneficial ownership of securities of the Issuer to the extent required by applicable law. Each of the remaining Reporting Persons is party to the Joint Filing Agreement, as further described in Item 6 below.
| 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 51,825 Shares beneficially owned by Harvest Financial is approximately $922,051, including brokerage commissions. The aggregate purchase price of the 25,424 Shares held in the Harvest Capital Accounts is approximately $449,591, 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 4. | Purpose of Transaction. |
Item 4 is hereby amended to add the following:
According to the preliminary voting results from the 2016 Annual Meeting, two of Harvest Capital’s director nominees, Saturnino Fanlo and George W. Gresham, were elected to the Board at the 2016 Annual Meeting. Harvest Capital issued the following statement upon the conclusion of the 2016 Annual Meeting:
“We want to thank our fellow shareholders for their tremendous support of our campaign for change at Green Dot. The fact that unaffiliated shareholders overwhelmingly supported Harvest’s director nominees provides a powerful message that we hope the Board will respect. With the election of George Gresham and Nino Fanlo, who received more votes than any of the incumbent nominees, as well as the recent additions of Chris Brewster, Bill Jacobs, and Raj Date, we believe an objective assessment of Green Dot’s tone at the top should follow. We also want to thank Phil Livingston for his service as a director nominee. Looking forward, we are confident that the newly reconstituted Board will listen to the voice of the Company’s unaffiliated shareholders and take the necessary steps to create significant shareholder value.”
Follow Green Dot Corp (NYSE:GDOT)
Follow Green Dot Corp (NYSE:GDOT)
We may use your email to send marketing emails about our services. Click here to read our privacy policy.
