0001712923-22-000038.txt : 20220329
0001712923-22-000038.hdr.sgml : 20220329
20220329171113
ACCESSION NUMBER: 0001712923-22-000038
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: Benjamin Gerald R.
CENTRAL INDEX KEY: 0001740343
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38506
FILM NUMBER: 22781948
MAIL ADDRESS:
STREET 1: 5565 GLENRIDGE CONNECTOR, SUITE 700
CITY: ATLANTA
STATE: GA
ZIP: 30342
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_164858823725759.xml
FORM 4
X0306
4
2022-03-29
1
0001712923
GreenSky, Inc.
GSKY
0001740343
Benjamin Gerald R.
5565 GLENRIDGE CONNECTOR, SUITE 700
ATLANTA
GA
30342
1
1
0
0
Chief Administrative Officer
Class A common stock
2022-03-29
4
D
0
274202
D
0
D
Class B common stock
2022-03-29
4
D
0
978933.54
D
0
D
Class B common stock
2022-03-29
4
D
0
199144.33
D
0
I
By LLC
Holdco Units
2022-03-29
4
D
0
978933.54
D
Class A common stock
978933.54
0
D
Holdco Units
2022-03-29
4
D
0
199144.33
D
Class A common stock
199144.33
0
I
By LLC
Stock Option (right to buy)
3.73
2022-03-29
4
D
0
89468
D
2030-05-14
Class A common stock
89468.0
0
D
Stock Option (right to buy)
12.55
2022-03-29
4
D
0
227275
D
2029-03-07
Class A common stock
227275.0
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 147,597 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. The amount shown in Table II includes 52,500 Holdco Units subject to forfeiture conditions, which fully vested in connection with the merger.
Pursuant to the Exchange Agreement, dated May 23, 2018, by and among the Issuer, GreenSky Holdings and the members of GreenSky Holdings, 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.
This option, which provided for vesting in four equal installments on May 14, 2021, May 14, 2022, May 14, 2023, and May 14, 2024, was canceled in the merger with the option being converted into the right to receive a lump-sum cash payment, without interest, equal to the product of (a) the number of shares of Issuer Class A common stock subject to the option immediately prior to the Effective Time and (b) the excess, if any, of (i) the cash value of the Merger Consideration over (ii) the per share exercise price of the option, less applicable withholding taxes.
This option, which provided for vesting in four equal installments on March 7, 2020, March 7, 2021, March 7, 2022, and March 7, 2023, was canceled in the merger with the option being converted into the right to receive a lump-sum cash payment, without interest, equal to the product of (a) the number of shares of Issuer Class A common stock subject to the option immediately prior to the Effective Time and (b) the excess, if any, of (i) the cash value of the Merger Consideration over (ii) the per share exercise price of the option, less applicable withholding taxes.
/s/ Steven E. Fox, as attorney-in-fact
2021-12-05