Green Dot 2014 Annual Report Download - page 83

Note 11—Stockholders’ Equity
Convertible Preferred Stock
In December 2011, we filed a restated Certificate of Incorporation that authorized 10,085 shares of Series A
Convertible Junior Participating Non-Cumulative Perpetual Preferred Stock, or Series A Preferred Stock. We then
entered into and completed a share exchange with a significant shareholder, whereby 6,859,000 shares of our Class
B common stock were exchanged for 6,859 shares of our newly created series of preferred stock.
During the year ended December„31, 2014, 5,345„shares of Series A Convertible Junior Participating Non-
Cumulative Perpetual Preferred Stock converted into„5,345,000„shares of Class A Common Stock. As of December„31,
2014 and 2013, 1,515 and 6,859 shares were outstanding, respectively. Our Certificate of Incorporation specified the
following rights, preferences, and privileges for our Series A preferred stockholders.
Voting
Series A Preferred Stock is non-voting, subject to limited exceptions.
Dividends
Holders of shares of the Series A Preferred Stock are entitled to receive ratable dividends (on an as-converted
basis, taking into account the conversion rate applicable to the Series A Preferred Stock at the time) only as, if and
when any dividends are paid in respect of our Class A Common Stock.
Liquidation
In the event of any liquidation, dissolution or winding-up of the affairs of our company (excluding a Reorganization
Event (defined below)), of the assets of our company or the proceeds thereof legally available for distribution to our
stockholders are distributable ratably among the holders of our Class A Common Stock and any Series A Preferred
Stock outstanding at that time after payment to the holders of shares of our Series A Preferred Stock of an amount per
share equal to (i) $0.01 plus (ii) any dividends on our Series A Preferred Stock that have been declared but not paid
prior to the date of payment of such distribution.
In connection with any merger, sale of all or substantially all of the assets or other reorganization involving our
company (a “Reorganization Event”) and in which our Class A Common Stock is converted into or exchanged for cash,
securities or other consideration, holders of shares of our Series A Preferred Stock will be entitled to receive ratable
amounts (on an as-converted basis, taking into account the conversion rate applicable to Series A Preferred Stock at
the time) of the same consideration as is payable to holders of our Class A Common Stock pursuant to a Reorganization
Event.
Conversion
Our Series A Preferred Stock is not convertible into any other security except that it converts into Class A Common
Stock if it is transferred by a holder (i) in a widespread public distribution, (ii) in a private sale or transfer in which the
transferee acquires no more than 2% of any class of voting shares of our company, (iii) to a transferee that owns or
controls more than 50% of the voting shares of our company without regard to any transfer from the transferring
shareholder or (iv) to our company. Each share of Series A Preferred Stock so transferred will automatically convert
into 1,000 shares (subject to appropriate adjustment for any stock split, reverse stock split, stock dividend,
recapitalization or other similar event) of our Class A Common Stock.
Common Stock
In August 2013, the issued and outstanding shares of our Class B Common Stock declined to less than 10% of
the aggregate number of issued and outstanding shares of our Class A Common Stock and Class B Common Stock.
Pursuant to the terms of Article V of our Certificate of Incorporation, the issued and outstanding shares of our Class
B common stock automatically converted into shares of our Class A common stock. Following this automatic conversion,
there is now only a single class of our common stock outstanding.
Our Certificate of Incorporation specifies the following rights, preferences, and privileges for our common
stockholders.
Voting
Holders of our Class A common stock are entitled to one vote per share.
GREEN DOT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
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