Freishtat Gregg Steven Form 4 GreenSky / GREGG STEVEN FREISHTAT ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

FREISHTAT GREGG STEVEN

(Last) (First) (Middle)

5565 GLENRIDGE CONNECTOR, SUITE 700

(Street)

ATLANTA GA 30342

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
GreenSky, Inc. [ GSKY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/29/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A common stock	04/29/2019		M(1)		12,000	A	$0.00	12,000	I	By Trust
Class A common stock	04/29/2019		S		12,000(2)	D	$16.02(3)	0	I	By Trust
Class A common stock								15,936	D
Class B common stock	04/29/2019		M(1)		12,000	D	$0.00	344,341(4)	I	By Trust
Class B common stock								177,741.2(4)	D
Class B common stock								76,130.83(4)	I	By LLP

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Holdco Units	(5)	04/29/2019		M(1)			12,000	(5)	(5)	Class A common stock	356,341	$0.00	344,341	I	By Trust
Holdco Units	(5)							(5)	(5)	Class A common stock	177,741.2		177,741.2	D
Holdco Units	(5)							(5)	(5)	Class A common stock	76,130.83		76,130.83	I	By LLP

Explanation of Responses:

1. On April 29, 2019, the Reporting Person exchanged the Holdco Units (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.

2. The sale of Class A common stock in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on November 28, 2018.

3. The price reported in Column 4 is a weighted average. These shares were sold in multiple transactions at prices ranging from $16.00 to $16.08, inclusive. The reporting person undertakes to provide to GreenSky, Inc., any security holder of GreenSky, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

4. The 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.

5. Pursuant 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.

Remarks:

	/s/ Robert Partlow, as attorney-in-fact	05/01/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.