SEC Form 4 · accession 0001209191-18-034493
GreenSky, Inc. · GSKY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
Nigel W Morris
Director
Period of report
May 29, 2018
Accepted (ET)
May 31, 2018 · 7:03 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,F3 | May 29, 2018 | S$0 | 261,940 | $0.00 | D | 695,036 | I | By QED Fund II, LP |
| Class B common stockF1,F2,F4,F3 | May 29, 2018 | S$0 | 340,318 | $0.00 | D | 316,653 | I | By QED Fund II, LP |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Holdco UnitsF1,F3,F5 | — | May 29, 2018 | S | 261,940 | D | — | — | Class A common stock | 261,940 | 695,036 | I |
| Holdco UnitsF1,F3,F4,F5 | — | May 29, 2018 | S | 340,318 | D | — | — | Class A common stock | 340,318 | 316,653 | I |
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 economic rights and is subject to forfeiture upon exchange of the Reporting Person's Holdco Units as described below.
- F3QED Fund II, LP is managed by QED Partners II, LLC, of which Mr. Morris is the managing partner.
- F4These 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. Morris remains a director through that date.
- F5Pursuant 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.