SEC Form 4 · accession 0001209191-18-034484

GreenSky, Inc. · GSKY

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Gerald R. Benjamin

Officer — Chief Administrative Officer · Director

Period of report

May 29, 2018

Accepted (ET)

May 31, 2018 · 6:59 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 stock^F1,F2,F3	May 29, 2018	S$0	461,841	$0.00	D	120,521	D
Class B common stock^F1,F7,F2,F8	May 29, 2018	S$0	79,634	$0.00	D	211,302	I	By Founders Technology Investors, LLC
Class B common stock^F2,F4	holding	—	—		—	502,174	D
Class B common stock^F2,F5	holding	—	—		—	93,739	D
Class B common stock^F2,F6	holding	—	—		—	262,500	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Holdco Units^F1,F3,F9	—	May 29, 2018	S	461,841	D	—	—	Class A common stock	461,841	120,521	D
Holdco Units^F1,F7,F8,F9	—	May 29, 2018	S	79,634	D	—	—	Class A common stock	79,634	211,302	I
Holdco Units^F4,F9	—	holding	—	—	—	—	—	Class A common stock	502,174	502,174	D
Holdco Units^F5,F9	—	holding	—	—	—	—	—	Class A common stock	93,739	93,739	D
Holdco Units^F6,F9	—	holding	—	—	—	—	—	Class A common stock	262,500	262,500	D

Explanation of responses

F1Represents Holdco Units purchased by the Issuer in connection with its initial public offering, and shares of Class B common stock automatically cancelled upon such purchase.
F2The Class B common stock entitles holders to ten votes per share, votes as a single class with the Class A common stock, has no economicrights and is subject to forfeiture upon exchange of the Reporting Person's Holdco Units as described below.
F3These Holdco Units, and corresponding shares of Class B common stock, vest at the rate of 20% per year and are subject to a remaining vesting date of January 1, 2019, provided that Mr. Benjamin remains a director through that date.
F4These Holdco Units, and corresponding shares of Class B common stock, vest at the rate of 20% per year and are subject to remaining vesting dates of December 2, 2018, December 2, 2019, and December 2, 2020, provided that Mr. Benjamin remains an employee of the Issuer through those dates.
F5These Holdco Units, and corresponding shares of Class B common stock, vest at the rate of 20% per year and are subject to remaining vesting dates of August 22, 2018, August 22, 2019, August 22, 2020, and August 22, 2021, provided that Mr. Benjamin remains an employee of the Issuer through those dates.
F6These Holdco Units, and corresponding shares of Class B common stock, vest at the rate of 20% per year and are subject to remaining vesting dates of March 1, 2019, March 1, 2020, March 1, 2021, March 1, 2022, and March 1, 2023, provided that Mr. Benjamin remains an employee of the Issuer through those dates.
F7Amount represents 0.4085% of the Holdco Units purchased from Founders Technology Investors, LLC, and 0.4085% of the Class B common stock automatically cancelled upon such purchase, attributable to Mr. Benjamin based on his 0.4085% indirect economic interest in Founders Technology Investors, LLC.
F8The amount of securities reflects a 0.4085% indirect economic interest in Founders Technology Investors, LLC.
F9Pursuant to the Exchange Agreement, dated May 23, 2018, by and among the Issuer, GreenSky Holdings, LLC ("GS Holdings") and the members of GS Holdings, the Holdco Units may be exchanged by the Reporting Person (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.