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