| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | GSKY | Class A common stock | Disposed to Issuer | -1.6M | -100% | 0 | Mar 29, 2022 | Direct | F1 | ||
| transaction | GSKY | Class B common stock | Disposed to Issuer | -957K | -100% | 0 | Mar 29, 2022 | Direct | F2 | ||
| transaction | GSKY | Class B common stock | Disposed to Issuer | -117K | -100% | 0 | Mar 29, 2022 | By Kaliban 2014, LLC | F2, F3 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | GSKY | Holdco Units | Disposed to Issuer | -957K | -100% | 0 | Mar 29, 2022 | Class A common stock | 957K | Direct | F2, F4 | |||
| transaction | GSKY | Holdco Units | Disposed to Issuer | -117K | -100% | 0 | Mar 29, 2022 | Class A common stock | 117K | By Kaliban 2014, LLC | F2, F3, F4 | |||
| transaction | GSKY | Stock Option (right to buy) | Disposed to Issuer | -227K | -100% | 0 | Mar 29, 2022 | Class A common stock | 227K | $12.55 | Direct | F5 | ||
| transaction | GSKY | Stock Option (right to buy) | Disposed to Issuer | -89.5K | -100% | 0 | Mar 29, 2022 | Class A common stock | 89.5K | $3.73 | Direct | F6 |
Timothy Daniel Kaliban is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | 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 183,852 shares of Class A common stock subject to forfeiture conditions; which fully vested in connection with the merger. |
| F2 | 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. |
| F3 | Mr. Kaliban is the sole member and manager of Kaliban 2014, LLC. |
| F4 | 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. |
| F5 | 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 in exchange for 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 of the merger 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. |
| F6 | 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 in exchange for 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 of the merger 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. |