Green Dot 2014 Annual Report Download - page 85

common stock in future registration statements that may be filed, either for our own account or for the account of other
security holders exercising registration rights. In addition, after an initial public offering, these holders have the
Note 11—Stockholders’ Equity (continued)
right to request that their shares of common stock be registered on a Form S-3 registration statement so long as certain
conditions are satisfied and the anticipated aggregate sales price of the registered shares as of the date of filing of the
Form S-3 registration statement is at least $1.0 million. The foregoing registration rights are subject to various conditions
and limitations, including the right of underwriters of an offering to limit the number of registrable securities that may
be included in an offering. The registration rights terminate as to any particular shares on the date on which the holder
sells such shares to the public in a registered offering or pursuant to Rule 144 under the Securities Act. We are generally
required to bear all of the expenses of these registrations, except underwriting commissions, selling discounts and
transfer taxes.
We are not obligated under the Registration Rights Agreement to transfer consideration, whether in cash, equity
instruments, or adjustments to the terms of the financial instruments that are subject to the registration payment
arrangement, to the investors, if the registration statement is not declared effective within the specified time or if
effectiveness of the registration statement is not maintained.
Registration Rights Agreement dated as of October 23, 2014
We are party to a Registration Rights Agreement, dated as of October 23, 2014, with certain persons listed on
Exhibit A thereto (the “New Registration Rights Agreement”), which we entered into in connection with our acquisition
of TPG. The terms of the New Registration Rights Agreement grant the selling stockholders (and their successors and
permitted assigns who hold shares of our Class A common stock in accordance with the New Registration Rights
Agreement) certain rights with respect to the registration of their shares under the Securities Act. We were required to
file a Form S-3 shelf registration statement to register the shares of Class A common stock issued in the acquisition
of TPG as soon as reasonably practicable after the closing of the acquisition and to cause the registration statement
to be declared effective within 75 days of the closing of the merger. We filed the Form S-3 registration statement with
the SEC on December 12, 2014. Subject to certain exceptions, we must keep the Form S-3 registration statement
continuously effective until the earlier of (x) the date following the second anniversary of the closing of the acquisition
on which there remain fewer than 1,840,001 registrable securities (i.e., approximately 30% of the aggregate shares
of our common stock issued in the acquisition) and (y) the 30 month anniversary of the acquisition closing.
The New Registration Rights Agreement grants holders holding at least $30 million of registrable securities the
right to cause us to effect up to two underwritten offerings under the Form S-3 registration statement of, in each case,
registrable securities having an aggregate offering price of at least $30 million. The foregoing registration rights are
subject to various conditions and limitations, including the right of underwriters of an offering to limit the number of
registrable securities that may be included in an offering. The registration rights under the New Registration Rights
Agreement will terminate as to any particular shares on the date on which the holder sells such shares to the public
in a registered offering or pursuant to Rule 144 under the Securities Act. We will generally pay all expenses, other than
underwriting discounts and commissions, transfer taxes and the fees and disbursements of more than one counsel
for the selling stockholders, incurred in connection with the registration described above.
Refer to Note 3 — Business Acquisitions for additional information regarding our acquisition of TPG.
Comprehensive Income
The tax impact on unrealized losses and gains on investment securities available-for-sale for the years ended
December„31, 2014, 2013 and 2012 was approximately $(3,000), $(104,000) and $46,000 respectively.
GREEN DOT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
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Note 12—Employee Stock-Based Compensation
Employee Stock-Based Compensation
In January 2001, we adopted the 2001 Stock Plan. The 2001 Stock Plan provided for the granting of incentive
stock options, nonqualified stock options and other stock awards. Options granted under the 2001 Stock Plan generally
vest over four years and expire five years or ten years from the date of grant. This stock plan is no longer in effect with
the automatic conversion of all Class B Common Stock to Class A Common Stock in August 2013 as noted within Note
11— Stockholders’ Equity.