Green Dot 2010 Annual Report Download - page 85

Note 9 — Stockholders’ Equity (continued)
least 67% of the then-outstanding number of shares of convertible preferred stock and a majority of the
then-outstanding Series C, C-1 and C-2 convertible preferred stock, voting together as a separate class,
was required to, among other things: change the rights and preferences of our preferred stock; change our
authorized share capital; redeem shares of our capital stock; increase the number of shares available for
issuance under our stock plan; declare or pay any dividend; take any action that results in a merger, sale of
control, or any other transaction in which all or substantially all of our assets or more than 50% of the voting
power of our company was disposed of; and the dissolution or winding up of our company.
Dividends
Our Series A, B, C, C-1, and C-2 convertible preferred stockholders were entitled to receive
noncumulative dividends at the per annum rates of $0.024, $0.055, $0.066, $0.113, and $0.88, respec-
tively, when and if declared by our board of directors. The holders of Series A, B, C, C-1, and C-2
convertible preferred stock were also entitled to participate in dividends on our common stock, when and if
declared by our board of directors, on an as-converted basis. Our board of directors did not declare any
dividends on our convertible preferred stock or common stock during the year ended December 31, 2010,
the five months ended December 31, 2009 or the years ended July 31, 2009 and 2008.
Liquidation
In the event of any liquidation, dissolution, or winding up of our company, the available funds and
assets that may be legally distributed to our stockholders would be distributed, without preference, to the
holders of our Series A, B, C, C-1, and C-2 convertible preferred stock at amounts equal to $0.30, $0.69,
$0.83, $1.41, and $11.00 per share, respectively. Upon completion of the distributions to each series of
convertible preferred stock, all remaining funds and assets available for distribution were required to be
distributed on a pro rata basis among holders of our common stock. If upon any liquidation, dissolution, or
winding up of our company, the available funds and assets were insufficient to permit the payment to
holders of each series of convertible preferred stock of the full preferential amounts, then the entire
remaining funds and assets would be distributed on a pro rata basis among holders of each series of
convertible preferred stock in proportion to their preferential amounts.
A liquidation, dissolution, or winding up of our company included the acquisition of our company by
another entity by merger, consolidation, sale of voting control, or any other transaction or series of
transactions in which all our stockholders immediately prior to such transaction hold less than 50% of the
voting power of the surviving entity. Upon such an event, all of the holders of each class of stock were
eligible to participate in all available remaining funds and assets.
Conversion
Each share of Series A, B, C, C-1, and C-2 convertible preferred stock was convertible into our
common stock, at the option of the holder, according to a conversion ratio, subject to adjustment for
dilution. Each share of Series A, B, C, C-1, and C-2 convertible preferred stock automatically converted
into the number of shares of common stock into which such shares were convertible at the then-effective
conversion ratio upon: (1) the closing of a public offering of common stock at a per share price of at least
$2.48 per share with gross proceeds of at least $25 million, or (2) the consent of the holders of the majority
of our convertible preferred stock, provided, however, that no shares of Series C, C-1, or C-2 convertible
preferred stock would have been automatically converted pursuant to such consent unless a majority of
the then-outstanding Series C, C-1, and C-2 convertible preferred stockholders, voting together as
separate class, also consented to such conversion.
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GREEN DOT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)