David Zalik - Mar 29, 2022 Form 4 Insider Report for GreenSky, Inc. (GSKY)

Role
CEO and Chairman of the Board, Director, 10%+ Owner
Signature
/s/ Steven E. Fox, as attorney-in-fact
Stock symbol
GSKY
Transactions as of
Mar 29, 2022
Transactions value $
$0
Form type
4
Date filed
3/29/2022, 05:10 PM
Previous filing
Feb 14, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction GSKY Class A common stock Disposed to Issuer -1.11M -100% 0 Mar 29, 2022 Direct F1
transaction GSKY Class B common stock Gift $0 -4.68M -10.55% $0.00 39.7M Jan 4, 2022 Founders Technology Investors, LLC F2
transaction GSKY Class B common stock Disposed to Issuer -39.7M -100% 0 Mar 29, 2022 Founders Technology Investors, LLC F3
transaction GSKY Class B common stock Gift $0 -5.24M -39.08% $0.00 8.16M Jan 4, 2022 Financial Technology Investors, LLC
transaction GSKY Class B common stock Disposed to Issuer -8.16M -100% 0 Mar 29, 2022 Financial Technology Investors, LLC F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction GSKY Holdco Units Gift $0 -4.68M -10.55% $0.00 39.7M Jan 4, 2022 Class A common stock 4.68M Founders Technology Investors, LLC F2, F4
transaction GSKY Holdco Units Disposed to Issuer -39.7M -100% 0 Mar 29, 2022 Class A common stock 39.7M Founders Technology Investors, LLC F3, F4
transaction GSKY Holdco Units Gift $0 -5.24M -39.08% $0.00 8.16M Jan 4, 2022 Class A common stock 5.24M Financial Technology Investors, LLC F4
transaction GSKY Holdco Units Disposed to Issuer -8.16M -100% 0 Mar 29, 2022 Class A common stock 8.16M Financial Technology Investors, LLC F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

David Zalik is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

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.
F2 The 9/13/2021 disposition reported on Form 5 filed with the Securities and Exchange Commission on February 14, 2022 was for 6,629,981 units of GreenSky Holdings ("Holdco Units") and shares of Class B common stock, rather than the 6,635,735 Holdco Units and shares of Class B common stock reported on that Form 5. The amounts shown in this Form 4 have been corrected.
F3 Pursuant to the Merger Agreement, each 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.
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.