Gerald R. Benjamin - Mar 29, 2022 Form 4 Insider Report for GreenSky, Inc. (GSKY)

Role: Chief Administrative Officer, Director
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, 05:11 PM
Previous filing: Mar 17, 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		-274K	-100%		0	Mar 29, 2022	Direct	F1
transaction	GSKY	Class B common stock	Disposed to Issuer		-979K	-100%		0	Mar 29, 2022	Direct	F2
transaction	GSKY	Class B common stock	Disposed to Issuer		-199K	-100%		0	Mar 29, 2022	By LLC	F2

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	Disposed to Issuer		-979K	-100%		0	Mar 29, 2022	Class A common stock	979K		Direct	F2, F3
transaction	GSKY	Holdco Units	Disposed to Issuer		-199K	-100%		0	Mar 29, 2022	Class A common stock	199K		By LLC	F2, F3
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	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

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Gerald R. Benjamin 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. 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.
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. The amount shown in Table II includes 52,500 Holdco Units subject to forfeiture conditions, which fully vested in connection with the merger.
F3	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.
F4	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.
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 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.