Statement of Changes in Beneficial Ownership (4)
November 17 2021 - 4:49PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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
*
Benjamin Gerald R. |
2. Issuer Name and Ticker or Trading Symbol
GreenSky, Inc.
[
GSKY
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Administrative Officer |
(Last)
(First)
(Middle)
5565 GLENRIDGE CONNECTOR, SUITE 700 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/15/2021 |
(Street)
ATLANTA, GA 30342
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A common stock | 11/15/2021 | | S | | 342937 | D | $12.02 (1) | 402064 | D | |
Class A common stock | 11/16/2021 | | S | | 105259 | D | $12 | 296805 | D | |
Class B common stock | | | | | | | | 978933.54 (2) | D | |
Class B common stock | | | | | | | | 199144.33 (2) | I | By LLC |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 | (3) | | | | | | | (3) | (3) | Class A common stock | 978933.54 | | 978933.54 | D | |
Holdco Units | (3) | | | | | | | (3) | (3) | Class A common stock | 199144.33 | | 199144.33 | I | By LLC |
Explanation of Responses: |
(1) | The price reported in Column 4 is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $12.00 to $12.05, 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 range set forth in this footnote. |
(2) | 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. |
(3) | Pursuant to the Exchange Agreement, dated May 23, 2018, by and among the Issuer, GS Holdings and the members of GS Holdings, the membership interests 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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Benjamin Gerald R. 5565 GLENRIDGE CONNECTOR, SUITE 700 ATLANTA, GA 30342 | X |
| Chief Administrative Officer |
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Signatures
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/s/ Steven E. Fox, as attorney-in-fact | | 11/15/2021 |
**Signature of Reporting Person | Date |
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