SEC Form 4 · accession 0000903423-18-000313
GreenSky, Inc. · GSKY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
David Bonderman
10% Owner
James G Coulter
10% Owner
TPG Growth II Advisors, Inc.
10% Owner
Period of report
May 29, 2018
Accepted (ET)
May 31, 2018 · 4:43 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001712923
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1,F4,F5 | May 29, 2018 | J | 474,098 | $21.85 | D | 1,257,977 | I | See Explanation of Responses |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Common Membership Interests and Class B Common StockF1,F3,F4,F5 | — | May 29, 2018 | J | 2,292,845 | D | — | — | Class A Common Stock | 2,292,845 | 6,083,863 | I |
Explanation of responses
- F1David Bonderman and James G. Coulter are the sole shareholders of TPG Growth II Advisors, Inc., which is the general partner of each of (i) TPG Growth II BDH, L.P., which directly holds 1,257,977 shares of Class A Common Stock ("Class A Shares") of GreenSky, Inc. (the "Issuer"), and (ii) TPG Georgia Holdings, L.P. ("TPG Georgia" and, together with TPG Growth II BDH, L.P., the "TPG Funds"), which directly holds 6,083,863 common membership interests (the "Units") of GreenSky Holdings, LLC and 6,083,863 shares of Class B Common Stock ("Class B Shares") of the Issuer.
- F2On May 29, 2018, in connection with the closing of the Issuer's initial public offering, the Issuer redeemed 474,098 of the TPG Fund's Class A Shares at a price of $21.85 per Class A Share and purchased from the TPG Funds 2,292,845 Units at a price of $21.85 per Unit.
- F3Pursuant to the terms of the Exchange Agreement dated May 23, 2018, TPG Georgia may exchange all or a portion of its Units (with automatic cancellation of an equal number of Class B Shares) for Class A Shares on a one-for-one basis, subject to customary adjustments, or, at the option of the Issuer, cash (based on the then-market value of the Class A Shares).
- F4Because of the relationship between the Reporting Persons and the TPG Funds, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of the TPG Funds. Each TPG Fund and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such TPG Fund's or such Reporting Person's pecuniary interest therein, if any.
- F5Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.
Remarks
(6) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. (7) Bradford Berenson is signing on behalf of both Messrs. Bonderman and Coulter pursuant to the authorization and designation letters dated March 13, 2018, which were previously filed with the Securities and Exchange Commission.