0001209191-18-058107.txt : 20181113 0001209191-18-058107.hdr.sgml : 20181113 20181113104918 ACCESSION NUMBER: 0001209191-18-058107 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180529 FILED AS OF DATE: 20181113 DATE AS OF CHANGE: 20181113 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KELLY DENNIS I CENTRAL INDEX KEY: 0001192815 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-38506 FILM NUMBER: 181176148 MAIL ADDRESS: STREET 1: 10720 SIKES PL STREET 2: STE 300 CITY: CHARLOTTE STATE: NC ZIP: 28277 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 4/A 1 doc4a.xml FORM 4/A SUBMISSION X0306 4/A 2018-05-29 2018-05-31 0 0001712923 GreenSky, Inc. GSKY 0001192815 KELLY DENNIS I 5565 GLENRIDGE CONNECTOR, SUITE 700 ATLANTA GA 30342 0 1 0 0 President, Patient Solutions Class B common stock 2018-05-29 4 D 0 101215.67 0.00 D 233566.94 D Class B common stock 35000 D Holdco Units 2018-05-29 4 D 0 101215.67 21.85 D Class A common stock 101215.67 233566.94 D Holdco Units Class A common stock 35000 35000 D This Form 4 is being amended solely to change the transaction code in Table I, Column 3 and Table II, Column 4 from "S" to "D" to reflect that this transaction was a disposition to the issuer, not an open market sale or a private sale. This transaction is a disposition to the issuer that was approved in advance by the issuer's board of directors. Therefore, this transaction is exempt from Section 16(b) of the Securities Exchange Act pursuant to Rule 16b-3(e). Represents Holdco Units purchased by the Issuer in connection with its initial public offering, and shares of Class B common stock automatically cancelled upon such purchase. 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. These Holdco Units, and corresponding shares of Class B common stock, vest at the rate of 20% per year and are subject to remaining vesting dates of November 2, 2018, November 2, 2019, and November 2, 2020, provided that Mr. Kelly remains an employee of the Issuer through those dates. These Holdco Units, and corresponding shares of Class B common stock, vest at the rate of 20% per year and are subject to remaining vesting dates of March 1, 2019, March 1, 2020, March 1, 2021, March 1, 2022, and March 1, 2023, provided that Mr. Kelly remains an employee of the Issuer through those dates. Pursuant to the Exchange Agreement, dated May 23, 2018, by and among the Issuer, GreenSky Holdings, LLC ("GS Holdings") and the members 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. /s/ Robert Partlow, as attorney-in-fact 2018-11-13