| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 05/24/2018 | 3. Issuer Name and Ticker or Trading Symbol GreenSky, Inc. [ GSKY ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Class B common stock | 100,434.78(1)(2) | D | |
| Class B common stock | 33,478.26(1)(3) | D | |
| Class B common stock | 35,000(1)(4) | D | |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Holdco Units | (2)(5) | (2)(5) | Class A common stock | 100,434.78 | (2)(5) | D | |
| Holdco Units | (3)(5) | (3)(5) | Class A common stock | 33,478.26 | (3)(5) | D | |
| Holdco Units | (4)(5) | (4)(5) | Class A common stock | 35,000 | (4)(5) | D | |
| Explanation of Responses: |
| 1. In the reorganization of GreenSky Holdings, LLC ("GS Holdings") and the creation of the Issuer as a public holding company for GS Holdings (the "Reorganization"), shares of the Class B common stock of the Issuer were issued for consideration in the amount of $0.001 per share of Class B common stock to members of GS Holdings holding membership interests of GS Holdings ("Holdco Units") in a number equal to the number of Holdco Units held by each member (other than the Holdco Units that they will be exchanging in connection with the Issuer's initial public offering of Class A common stock (the "IPO"). The Class B common stock initially entitles holders to ten votes per share and will vote as a single class with the Class A common stock, but has no economic rights, and is subject to forfeiture upon exchange of the Reporting Person's Holdco Units as described below. |
| 2. In the Reorganization, profits interests previously awarded to the Reporting Person were replaced by Holdco Units. These Holdco Units, and corresponding shares of Class B common stock issued in the Reorganization, vest at the rate of 20% per year and are subject to remaining vesting dates of September 8, 2018, September 8, 2019, and September 8, 2020, provided that she remains an employee of the Issuer through those dates. |
| 3. In the Reorganization, profits interests previously awarded to the Reporting Person were replaced by Holdco Units. These Holdco Units, and corresponding shares of Class B common stock issued in the Reorganization, vest at the rate of 20% per year and are subject to remaining vesting dates of May 18, 2019, May 18, 2020, and May 18, 2021, provided that she remains an employee of the Issuer through those dates. |
| 4. In the Reorganization, profits interests previously awarded to the Reporting Person were replaced by Holdco Units. These Holdco Units, and corresponding shares of Class B common stock issued in the Reorganization, 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 she remains an employee of the Issuer through those dates. |
| 5. Pursuant to the Exchange Agreement, dated May 23, 2018, by and among the Issuer, GS Holdings and the members of GS Holdings, the Holdco Units may be exchanged by the Reporting Person at any time on or following the closing of the IPO (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 | 05/24/2018 | |
| ** 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 5 (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. | ||
