SEC Form 4 · accession 0001209191-19-005679
GreenSky, Inc. · GSKY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Nigel W Morris
Director
Period of report
Jan 25, 2019
Accepted (ET)
Jan 28, 2019 · 7:17 pm 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 | Jan 25, 2019 | M | 1,304,640 | $1.081 | A | 2,316,329 | I | By QED Fund II, LP |
| Class B common stockF2,F3 | Jan 25, 2019 | F | 124,477 | $11.33 | D | 2,191,852 | I | By QED Fund II, LP |
| Class A common stock | holding | — | — | — | 62,500 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| WarrantF3,F4 | $1.081 | Jan 25, 2019 | M | 1,304,640 | D | — | Dec 31, 2023 | Class B common stock/Holdco Units | 1,304,640 | 0 | I |
| Holdco UnitsF3,F5 | — | Jan 25, 2019 | M | 1,304,640 | A | — | — | Class A common stock | 1,304,640 | 2,316,329 | I |
| Holdco UnitsF3,F5 | — | Jan 25, 2019 | F | 124,477 | D | — | — | Class A common stock | 124,477 | 2,191,852 | I |
Explanation of responses
- F1On January 25, 2019, the Reporting Person exercised a warrant to purchase 1,304,640 Holdco Units and an equal number of shares of Class B common stock for $1.081 per share. The Reporting Person paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 124,477 of the warrant shares to pay the exercise price and issuing to the Reporting Person the remaining 1,180,163 Holdco Units and an equal number of shares of Class B common stock. The Issuer also paid $10.62 to the Reporting Person in lieu of a fractional share.
- 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.
- F4The warrant held by QED Fund II, LP was fully vested and exercisable for 1,304,640 Holdco Units and an equal number of shares of Class B common stock, with an exercise price of $1.081 per unit, and a cap of $11.418 per unit.
- 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.