SEC Form 4/A · accession 0001209191-18-058107
GreenSky, Inc. · GSKY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
Dennis I Kelly
Officer — President, Patient Solutions
Period of report
May 29, 2018
Accepted (ET)
Nov 13, 2018 · 10:49 am EST
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 stockF2,F3,F4 | May 29, 2018 | D | 101,216 | $0.00 | D | 233,567 | D | |
| Class B common stockF3,F5 | holding | — | — | — | 35,000 | 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,F4,F6 | — | May 29, 2018 | D | 101,216 | D | — | — | Class A common stock | 101,216 | 233,567 | D |
| Holdco UnitsF5,F6 | — | holding | — | — | — | — | — | Class A common stock | 35,000 | 35,000 | D |
Explanation of responses
- F1This Form 4 is being amended solely to change the transaction code in Table I, Column 3 and Table II, Column 4 from "S" to "D" to reflect that this transaction was a disposition to the issuer, not an open market sale or a private sale. This transaction is a disposition to the issuer that was approved in advance by the issuer's board of directors. Therefore, this transaction is exempt from Section 16(b) of the Securities Exchange Act pursuant to Rule 16b-3(e).
- F2Represents 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.
- F3The 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.
- 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 November 2, 2018, November 2, 2019, and November 2, 2020, provided that Mr. Kelly 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 March 1, 2019, March 1, 2020, March 1, 2021, March 1, 2022, and March 1, 2023, provided that Mr. Kelly remains an employee of the Issuer through those dates.
- F6Pursuant 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.