0001209191-18-033201.txt : 20180524 0001209191-18-033201.hdr.sgml : 20180524 20180524193542 ACCESSION NUMBER: 0001209191-18-033201 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180524 FILED AS OF DATE: 20180524 DATE AS OF CHANGE: 20180524 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FREISHTAT GREGG STEVEN CENTRAL INDEX KEY: 0001116465 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38506 FILM NUMBER: 18859342 MAIL ADDRESS: STREET 1: 5860 WINTERTHUR DRIVE CITY: ATLANTA STATE: GA ZIP: 30328 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: GreenSky, Inc. CENTRAL INDEX KEY: 0001712923 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 822135346 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 5565 GLENRIDGE CONNECTOR STREET 2: SUITE 700 CITY: ATLANTA STATE: GA ZIP: 30342 BUSINESS PHONE: 678-264-6105 MAIL ADDRESS: STREET 1: 5565 GLENRIDGE CONNECTOR STREET 2: SUITE 700 CITY: ATLANTA STATE: GA ZIP: 30342 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2018-05-24 0 0001712923 GreenSky, Inc. GSKY 0001116465 FREISHTAT GREGG STEVEN 5565 GLENRIDGE CONNECTOR, SUITE 700 ATLANTA GA 30342 1 0 0 0 Class B common stock 291180.52 D Class B common stock 631796.8 I By Founders Technology Investors, LLC Holdco Units 1.081 Class A common stock 291180.52 D Stock Option (right to buy) 1.08 2024-01-01 Class A common stock 434880 D Holdco Units Class A common stock 631796.8 I By Founders Technology Investors, LLC 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 a remaining vesting date of January 1, 2019, provided that he remains a director through that date. 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. The amount of securities reflects a 0.8871% indirect economic interest in Founders Technology Investors, LLC. 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. In the Reorganization, capped options were equitably adjusted so that they would be exercisable for Class A common stock of the Issuer. Options awarded to the Reporting Person on January 1, 2014 represent the right to purchase 434,880 shares of Class A common stock with an exercise price of $1.081 per unit and a cap of $7.60 per unit. The options vest at the rate of 20% per year on the anniversary of the grant date and are subject to a remaining vesting date of January 1, 2019, provided that he remains a director through that date. /s/ Robert Partlow, as attorney-in-fact 2018-05-24 EX-24.3_792014 2 poa.txt POA DOCUMENT POWER OF ATTORNEY Know all by these presents, that the undersigned's hereby constitutes and appoints each of Robert Partlow and Steven E. Fox, signing singly, the undersigned's true and lawful attorney-in-fact to: 1) prepare, execute in the undersigned's name and on the undersigned's behalf, submit to the United States Securities and Exchange Commission (the "SEC") a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the United States Securities Exchange Act of 1934, as amended (the "Exchange Act") or any rule or regulation of the SEC; 2) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer, director and/or 10% greater beneficial owner of GreenSky, Inc. (the "Company"), Forms 3,4, and 5 in accordance with Section 16(a) of the Exchange Act and the rules promulgated thereunder, any any other forms or reports the undersigned may be required to file in connection with the undersigned's ownership, acquisition, or disposition of securities of the Company; 3) do and perform any and all acts for an on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, or other form or report, and timely file such form or report with the SEC and any stock exchange or similar authority; and 4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 8th day of May, 2018. /s/ Gregg Freishtat _________________________________ Signature Gregg Freishtat _________________________________ Print Name