SEC Form 4: Benjamin Gerald R. returned 1,178,078 units of Class B common stock to the company and returned 274,202 shares to the company, closing all direct ownership in the company to cover withholding tax
$GSKY
EDP Services
Technology
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
|
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
GreenSky, Inc. [ GSKY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 03/29/2022 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
|||||||||||||||||||||||||
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A common stock | 03/29/2022 | D | 274,202 | D | (1) | 0 | D | |||
| Class B common stock | 03/29/2022 | D | 978,933.54 | D | (2) | 0 | D | |||
| Class B common stock | 03/29/2022 | D | 199,144.33 | D | (2) | 0 | I | By LLC | ||
|
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Holdco Units | (3) | 03/29/2022 | D | 978,933.54 | (2) | (3) | Class A common stock | 978,933.54 | (2) | 0 | D | ||||
| Holdco Units | (3) | 03/29/2022 | D | 199,144.33 | (2) | (3) | Class A common stock | 199,144.33 | (2) | 0 | I | By LLC | |||
| Stock Option (right to buy) | $3.73 | 03/29/2022 | D | 89,468 | (4) | 05/14/2030 | Class A common stock | 89,468 | (4) | 0 | D | ||||
| Stock Option (right to buy) | $12.55 | 03/29/2022 | D | 227,275 | (5) | 03/07/2029 | Class A common stock | 227,275 | (5) | 0 | D | ||||
| Explanation of Responses: |
| 1. 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. |
| 2. 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. |
| 3. 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. |
| 4. 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. |
| 5. 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. |
| Remarks: |
| /s/ Steven E. Fox, as attorney-in-fact | 12/05/2021 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||