SEC Form 4 · accession 0001209191-18-034501
GreenSky, Inc. · GSKY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David Zalik
Officer — CEO and Chairman of the Board · Director · 10% Owner
Period of report
May 29, 2018
Accepted (ET)
May 31, 2018 · 7:06 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,F4 | May 29, 2018 | S$0 | 19,200,980 | $0.00 | D | 50,948,121 | I | Founders Technology Investors, LLC |
| Class B common stockF1,F5,F4,F6 | May 29, 2018 | S$0 | 5,009,231 | $0.00 | D | 13,291,556 | I | Financial Technology Investors, LLC |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Holdco UnitsF1,F2,F3,F7 | — | May 29, 2018 | S | 19,200,980 | D | — | — | Class A common stock | 19,200,980 | 50,948,121 | I |
| Holdco UnitsF1,F5,F6,F7 | — | May 29, 2018 | S | 5,009,231 | D | — | — | Class A common stock | 5,009,231 | 13,291,556 | 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.
- F2Amount represents 98.4957% of the Holdco Units purchased from Founders Technology Investors, LLC, and 98.4957% of the Class B common stock automatically cancelled upon such purchase, attributable to the Reporting Person based on his 98.4957% indirect economic interest in Founders Technology Investors, LLC.
- F3The amount of securities reflects a 98.4957% indirect economic interest in Founders Technology Investors, LLC.
- F4The 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.
- F5Amount represents 97.1314% of the Holdco Units purchased from Financial Technology Investors, LLC, and 97.1314% of the Class B common stock automatically cancelled upon such purchase, attributable to the Reporting Person based on his 97.1314% indirect economic interest in Financial Technology Investors, LLC.
- F6The amount of securities reflects a 97.1314% indirect economic interest in Financial Technology Investors, LLC.
- F7Pursuant 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.