SEC Form 3 · accession 0001209191-18-033198
GreenSky, Inc. · GSKY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Anne S Byrd
Officer — Enterprise COO
Period of report
May 24, 2018
Accepted (ET)
May 24, 2018 · 7:33 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 B common stockF1,F2 | holding | — | — | — | 140,000 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Holdco UnitsF2,F3 | — | holding | — | — | — | — | — | Class A common stock | 140,000 | — | D |
Explanation of responses
- F1In the reorganization of GreenSky Holdings, LLC ("GS Holdings") and the creation of the Issuer as a public holding company for GS Holdings (the "Reorganization"), shares of the Class B common stock of the Issuer were issued for consideration in the amount of $0.001 per share of Class B common stock to members of GS Holdings holding membership interests of GS Holdings ("Holdco Units") in a number equal to the number of Holdco Units held by each member (other than the Holdco Units that they will be exchanging in connection with the Issuer's initial public offering of Class A common stock (the "IPO"). The Class B common stock initially entitles holders to ten votes per share and will vote as a single class with the Class A common stock, but has no economic rights, and is subject to forfeiture upon exchange of the Reporting Person's Holdco Units as described below.
- F2In the Reorganization, profits interests previously awarded to the Reporting Person were replaced by Holdco Units. These Holdco Units, and corresponding shares of Class B common stock issued in the Reorganization, vest at the rate of 20% per year and are subject to remaining vesting dates of February 28, 2019, February 28, 2020, February 28, 2021, February 28, 2022, and February 28, 2023, provided that she remains an employee of the Issuer through those dates.
- F3Pursuant to the Exchange Agreement, dated May 23, 2018, by and among the Issuer, GS Holdings and the members of GS Holdings, the Holdco Units may be exchanged by the Reporting Person at any time on or following the closing of the IPO (with automatic cancellation of an equal number of shares of Class B common stock) for shares of Class A common stock on a one-for-one basis, subject to customary adjustments for stock splits, stock dividends, reclassifications and other similar transactions, stock repurchases and other reinvestments of excess cash, or for cash (based on the market price of the shares of Class A common stock), at the Issuer's option.