GreenSky (GSKY) Form 4 GreenSky / DAVID BONDERMAN 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

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X

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^*

TPG Growth II Advisors, Inc.

(Last) (First) (Middle)

C/O TPG GLOBAL, LLC

301 COMMERCE STREET, SUITE 3300

(Street)

FORT WORTH TX 76102

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
05/20/2020

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

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

	Form filed by One Reporting Person
X	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	05/20/2020		C		26,147	A	(2)(3)	1,284,124	I	See Explanation of Responses(1)(6)(7)
Class A Common Stock	05/20/2020		S		31,553	D	$4.2257(4)	1,252,571	I	See Explanation of Responses(1)(6)(7)
Class A Common Stock	05/21/2020		C		120,391	A	(2)(3)	1,372,962	I	See Explanation of Responses(1)(6)(7)
Class A Common Stock	05/21/2020		S		145,285	D	$4.0658(5)	1,227,677	I	See Explanation of Responses(1)(6)(7)

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
Common Membership Interests and Class B Common Stock(1)(2)(3)	(2)(3)	05/20/2020		C			26,147	(2)	(2)	Class A Common Stock	26,147	(2)(3)	6,057,716	I	See Explanation of Responses(1)(2)(6)(7)
Common Membership Interests and Class B Common Stock(1)(2)(3)	(2)(3)	05/21/2020		C			120,391	(2)	(2)	Class A Common Stock	120,391	(2)(3)	5,937,325	I	See Explanation of Responses(1)(2)(6)(7)

1. Name and Address of Reporting Person^*

TPG Growth II Advisors, Inc.

(Last) (First) (Middle)

C/O TPG GLOBAL, LLC

301 COMMERCE STREET, SUITE 3300

(Street)

FORT WORTH TX 76102

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BONDERMAN DAVID

(Last) (First) (Middle)

C/O TPG GLOBAL, LLC

301 COMMERCE STREET, SUITE 3300

(Street)

FORT WORTH TX 76102

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

COULTER JAMES G

(Last) (First) (Middle)

C/O TPG GLOBAL, LLC

301 COMMERCE STREET, SUITE 3300

(Street)

FORT WORTH TX 76102

(City) (State) (Zip)

Explanation of Responses:

1. David Bonderman and James G. Coulter are the sole shareholders of TPG Growth II Advisors, Inc., which is the general partner of each of (i) TPG Growth II BDH, L.P., which directly holds 1,227,677 shares of Class A Common Stock ("Class A Shares") of GreenSky, Inc. (the "Issuer"), and (ii) TPG Georgia Holdings, L.P. ("TPG Georgia" and, together with TPG Growth II BDH, L.P., the "TPG Funds"), which directly holds 5,937,325 common membership interests (the "Units") of GreenSky Holdings, LLC and 5,937,325 shares of Class B Common Stock ("Class B Shares") of the Issuer.

2. Pursuant to the terms of the Exchange Agreement dated May 23, 2018, TPG Georgia may exchange all or a portion of its Units (with automatic cancellation of an equal number of Class B Shares) for Class A Shares on a one-for-one basis, subject to customary adjustments, or, at the option of the Issuer, cash (based on the then-market value of the Class A Shares).

3. On each of May 20, 2020 and May 21, 2020, TPG Georgia exchanged 26,147 Units and 120,391 Units, respectively (with automatic cancellation of an equal number of Class B Shares), for Class A Shares on a one-for-one-basis.

4. The price reported in Column 4 is a weighted average price. These Class A Shares were sold in multiple transactions at prices ranging from $4.16 to $4.49, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission (the "Commission"), upon request, full information regarding the number of Class A Shares sold at each separate price within the range set forth above.

5. The price reported in Column 4 is a weighted average price. These Class A Shares were sold in multiple transactions at prices ranging from $4.00 to $4.27, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Commission, upon request, full information regarding the number of Class A Shares sold at each separate price within the range set forth above.

6. Because of the relationship between the Reporting Persons and the TPG Funds, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of the TPG Funds. Each TPG Fund and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such TPG Fund's or such Reporting Person's pecuniary interest therein, if any.

7. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

Remarks:

(8) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. (9) Gerald Neugebauer is signing on behalf of both Messrs. Bonderman and Coulter pursuant to authorization and designation letters dated February 26, 2020, which were previously filed with the Commission.

	/s/ Michael LaGatta, Vice President, TPG Growth II Advisors, Inc. (8)	05/22/2020
	/s/ Gerald Neugebauer, on behalf of David Bonderman (8) (9)	05/22/2020
	/s/ Gerald Neugebauer, on behalf of James G. Coulter (8) (9)	05/22/2020
	** Signature of Reporting Person	Date
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