0001712923-22-000033.txt : 20220329
0001712923-22-000033.hdr.sgml : 20220329
20220329170825
ACCESSION NUMBER: 0001712923-22-000033
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20220329
FILED AS OF DATE: 20220329
DATE AS OF CHANGE: 20220329
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Babbit Joel M.
CENTRAL INDEX KEY: 0001527144
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38506
FILM NUMBER: 22781912
MAIL ADDRESS:
STREET 1: 3120 BRECKINRIDGE BLVD.
CITY: DULUTH
STATE: GA
ZIP: 30099
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
1
wf-form4_164858808538567.xml
FORM 4
X0306
4
2022-03-29
1
0001712923
GreenSky, Inc.
GSKY
0001527144
Babbit Joel M.
5565 GLENRIDGE CONNECTOR
SUITE 700
ATLANTA
GA
30342
1
0
0
0
Class A common stock
2022-03-29
4
D
0
33614
D
0
D
Class B common stock
2022-03-29
4
D
0
199530.07
D
0
D
Holdco Units
2022-03-29
4
D
0
199530.07
D
Class A common stock
199530.07
0
D
Disposed of pursuant to the Agreement and Plan of Merger, dated as of September 14, 2021 (as amended, the "Merger Agreement"), by and among the Issuer, The Goldman Sachs Group, Inc. ("Goldman Sachs"), Goldman Sachs Bank USA ("GS Bank"), Glacier Merger Sub 1, LLC, a wholly owned subsidiary of GS Bank, Glacier Merger Sub 2, LLC, a wholly owned subsidiary of GS Bank, and GreenSky Holdings, LLC, a subsidiary of the Issuer ("GreenSky Holdings"), with each share of Class A common stock being converted into the right to receive 0.03 shares of Goldman Sachs common stock (the "Merger Consideration"), which had a market value of $335.30 per share at the close of trading on March 28, 2022, the last trading day immediately preceding the effective time of the mergers (the "Effective Time"), with cash paid in lieu of fractional shares. The amounts in Table I include 33,614 shares of Class A common stock subject to forfeiture conditions; which fully vested in connection with the merger.
Pursuant to the Merger Agreement, each unit of GreenSky Holdings ("Holdco Unit") was converted into a right to receive the Merger Consideration, with cash paid in lieu of fractional shares. In connection with the Merger Agreement and pursuant to the Issuer's charter, the Class B common stock was automatically deemed transferred to the Issuer at the Effective Time and no consideration was delivered in exchange therefor.
Pursuant to the Exchange Agreement, dated May 23, 2018, by and among the Issuer, GreenSky Holdings and the members of GreenSky 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/ Steven E. Fox, as attorney-in-fact
2021-12-03