0001104659-19-008791.txt : 20190214 0001104659-19-008791.hdr.sgml : 20190214 20190214164157 ACCESSION NUMBER: 0001104659-19-008791 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190214 DATE AS OF CHANGE: 20190214 SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-90498 FILM NUMBER: 19607486 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Zalik David CENTRAL INDEX KEY: 0001740339 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: 5565 GLENRIDGE CONNECTOR, SUITE 700 CITY: ATLANTA STATE: GA ZIP: 30342 SC 13G 1 a19-4589_2sc13g.htm SC 13G

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, DC 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

GreenSky, Inc.

(Name of Issuer)

Class A Common Stock, $0.01 par value per share

(Title of Class of Securities)

39572G100

(CUSIP Number)

December 31, 2018

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 


 

 

1

Name of Reporting Persons
David Zalik

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
64,431,899

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
64,431,899

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
64,431,899

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11

Percent of Class Represented by Amount in Row 9
52.7%

 

 

12

Type of Reporting Person (See Instructions)
IN

 

2


 

Item 1(a).

Name of Issuer:
GreenSky, Inc.

Item 1(b).

Address of Issuer’s Principal Executive Offices:
5565 Glenridge Connector, Suite 700

Atlanta, Georgia 30342

 

Item 2(a).

Name of Person Filing:
David Zalik

Item 2(b).

Address of Principal Business Office or, if none, Residence:
c/o GreenSky, Inc.
5565 Glenridge Connector, Suite 700
Atlanta, Georgia 30342

Item 2(c).

Citizenship:
United States

Item 2(d).

Title of Class of Securities:
Class A Common Stock, par value $0.01 per share

Item 2(e).

CUSIP Number:
39572G100

 

Item 3.

Not applicable

 

3


 

Item 4.

Ownership

 

This statement on Schedule 13G relates to the Reporting Person’s beneficial ownership interests in the Class A common stock, $0.01 par value per share, of the Issuer (the “Class A Common Stock”), based on his ownership of common membership interests (“Holdco Units”) in GreenSky Holdings, LLC, an affiliate of the Issuer (“GS Holdings”), which are exchangeable (with automatic cancellation of an equal number of shares of Class B common stock of the Issuer) on a one-for-one basis (subject to adjustment) for Class A Common Stock or cash (based on the market price of shares of Class A Common Stock), at the Issuer’s option.

 

The shares reported include (i) 51,034,500 shares of Class A Common Stock issuable upon exchange of Holdco Units, which are held by Founders Technology Investors, LLC, a Georgia limited liability company, and (ii) 13,397,399 shares of Class A Common Stock issuable upon exchange of Holdco Units, which are held by Financial Technology Investors, LLC, a Georgia limited liability company. David Zalik is the sole manager of each of Founders Technology Investors, LLC and Financial Technology Investors, LLC.

 

 

(a)

Amount beneficially owned:   

64,431,899

Consists of (i) 51,034,500 shares of Class A Common Stock issuable upon exchange of Holdco Units, which are held by Founders Technology Investors, LLC, and (ii) 13,397,399 shares of Class A Common Stock issuable upon exchange of Holdco Units, which are held by Financial Technology Investors, LLC.

 

(b)

Percent of class:   

52.7%

The percentage is calculated using 57,797,385 shares of the Issuer’s Class A common stock outstanding as of November 8, 2018, as reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended September 30, 2018, filed with the SEC on November 9, 2018, plus 64,431,899 shares of Class A common stock issuable upon exchange of Holdco Units beneficially owned by the Reporting Person. The percentage assumes the exchange of all Holdco Units held by Founders Technology Investors, LLC and Financial Technology Investors, LLC into shares of Class A common stock, in accordance with Rule 13d-3 of the Act.

 

(c)

Number of shares as to which such person has:

 

 

 

(i)

Sole power to vote or direct the vote:   

64,431,899

 

 

(ii)

Shared power to vote or direct the vote:    

0

 

 

(iii)

Sole power to dispose or to direct the disposition of:   

64,431,899

 

 

(iv)

Shared power to dispose or to direct the disposition of:   

0

 

Item 5.

Ownership of Five Percent or Less of a Class

If the statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

 

Not applicable

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

 

Not applicable

 

Item 8.

Identification and Classification of Members of the Group

 

Not applicable

 

Item 9.

Notice of Dissolution of Group

 

Not applicable

 

4


 

Item 10.

Certifications

 

Not applicable

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: February 14, 2019

 

 

 

DAVID ZALIK

 

 

 

 

 

/s/ David Zalik

 

5