SEC Form 4 · accession 0001209191-19-018589
GreenSky, Inc. · GSKY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Dennis I Kelly
Officer — President, Patient Solutions
Period of report
Mar 7, 2019
Accepted (ET)
Mar 11, 2019 · 6:56 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 A common stockF1 | Mar 7, 2019 | A | 29,880 | $0.00 | A | 56,880 | D | |
| Class A common stockF2 | Mar 7, 2019 | A | 66,594 | $0.00 | A | 123,474 | D | |
| Class B common stockF3 | holding | — | — | — | 268,567 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F4 | $12.55 | Mar 7, 2019 | A | 113,637 | A | — | Mar 7, 2029 | Class A common stock | 113,637 | 113,637 | D |
| Holdco UnitsF5 | — | holding | — | — | — | — | — | Class A common stock | 268,567 | 268,567 | D |
Explanation of responses
- F1Grant of restricted stock, which will vest in three equal installments on March 7, 2020, March 7, 2021, and March 7, 2022.
- F2Grant of restricted stock, which will vest in four substantially equal installments on March 7, 2020, March 7, 2021, March 7, 2022, and March 7, 2023.
- 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.
- F4The stock option vests in four substantially equal installments on March 7, 2020, March 7, 2021, March 7, 2022, and March 7, 2023.
- 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.