0001209191-18-058106.txt : 20181113
0001209191-18-058106.hdr.sgml : 20181113
20181113104602
ACCESSION NUMBER: 0001209191-18-058106
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: MORRIS NIGEL W
CENTRAL INDEX KEY: 0001238040
FILING VALUES:
FORM TYPE: 4/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38506
FILM NUMBER: 181176129
MAIL ADDRESS:
STREET 1: 1680 CAPITAL ONE DRIVE
CITY: MCLEAN
STATE: VA
ZIP: 22102
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
0001238040
MORRIS NIGEL W
5565 GLENRIDGE CONNECTOR, SUITE 700
ATLANTA
GA
30342
1
0
0
0
Class B common stock
2018-05-29
4
D
0
261940.31
0.00
D
695035.71
I
By QED Fund II, LP
Class B common stock
2018-05-29
4
D
0
340318.02
0.00
D
316653.41
I
By QED Fund II, LP
Holdco Units
2018-05-29
4
D
0
261940.31
21.85
D
Class A common stock
261940.31
695035.71
I
By QED Fund II, LP
Holdco Units
2018-05-29
4
D
0
340318.02
21.85
D
Class A common stock
340318.02
316653.41
I
By QED Fund II, LP
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.
QED Fund II, LP is managed by QED Partners II, LLC, of which Mr. Morris is the managing partner.
These Holdco Units, and corresponding shares of Class B common stock, vest at the rate of 20% per year and are subject to a remaining vesting date of January 1, 2019, provided that Mr. Morris remains a director through that date.
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