0001712923-20-000002.txt : 20200106
0001712923-20-000002.hdr.sgml : 20200106
20200106180803
ACCESSION NUMBER: 0001712923-20-000002
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20200102
FILED AS OF DATE: 20200106
DATE AS OF CHANGE: 20200106
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: MUSTACCHI ALAN
CENTRAL INDEX KEY: 0001641567
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38506
FILM NUMBER: 20511426
MAIL ADDRESS:
STREET 1: C/O SUMMER INFANT, INC.
STREET 2: 1275 PARK EAST DRIVE
CITY: WOONSOCKET
STATE: RI
ZIP: 02895
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_157835206642343.xml
FORM 4
X0306
4
2020-01-02
0
0001712923
GreenSky, Inc.
GSKY
0001641567
MUSTACCHI ALAN
5565 GLENRIDGE CONNECTOR, SUITE 700
ATLANTA
GA
30342
0
1
0
0
EVP, Capital Markets
Class A common stock
2020-01-02
4
M
0
40000
5.65
A
131435
D
Class A common stock
2020-01-02
4
F
0
34349
8.83
D
97086
D
Class B common stock
92615.14
D
Stock Option (right to buy)
5.65
2020-01-02
4
M
0
40000
0
D
2024-11-10
Class A common stock
40000.0
0
D
Holdco Units
Class A common stock
92615.14
92615.14
D
On January 2, 2020, the Reporting Person exercised an outstanding option to purchase 40,000 shares of Class A common stock. The option is subject to a cap of $7.60 per share (i.e., the maximum value that could be received upon exercise of the option is $7.60 per share). The Reporting Person received 5,651 shares of Class A common stock on "net exercise" of the option, and the Company withheld 34,349 shares of Class A common stock underlying the option in respect of the cap and for payment of the exercise price and tax withholdings (based on the closing price of $8.83 per share on the date the stock option was exercised).
The price reported in Column 4 reflects the closing price on the date of exercise.
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.
In the the reorganization of GreenSky Holdings, LLC ("GS Holdings") and the creation of the Issuer as a public holding company for GS Holdings, 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 November 10, 2014 represented the right to purchase 200,000 shares of Class A common stock with an exercise price of $5.649 per unit and a cap of $7.60 per unit. The options vested at a rate of 20% per year on the anniversary of the grant date, and fully vested on November 10, 2019. Reporting Person previously exercised 160,000 options from this grant on August 8, 2019.
Pursuant to the Exchange Agreement, dated May 23, 2018, by and among the Issuer, GS Holdings and the members of GS Holdings, the membership interests 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
2020-01-06