SEC FORM 3

SEC Form 3

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^*

FREISHTAT GREGG STEVEN

(Last)

(First)

(Middle)

5565 GLENRIDGE CONNECTOR, SUITE 700

(Street)

ATLANTA

30342

(City)

(State)

(Zip)

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)

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

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

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

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
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	291,180.52⁽¹⁾⁽²⁾	D
Class B common stock	631,796.8⁽²⁾⁽³⁾	I	By Founders Technology Investors, LLC⁽³⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Holdco Units	⁽¹⁾⁽⁴⁾	⁽¹⁾⁽⁴⁾	Class A common stock	291,180.52	$1.081⁽¹⁾⁽⁴⁾	D
Stock Option (right to buy)	⁽⁵⁾	01/01/2024⁽⁵⁾	Class A common stock	434,880	$1.08⁽⁵⁾	D
Holdco Units	⁽⁴⁾	⁽⁴⁾	Class A common stock	631,796.8⁽³⁾	⁽⁴⁾	I	By Founders Technology Investors, LLC⁽³⁾

Explanation of Responses:

1. 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.

2. 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.

3. The amount of securities reflects a 0.8871% indirect economic interest in Founders Technology Investors, LLC.

4. 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.

5. 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.

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.
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