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

Reporting relationship: CEO and Chairman of the Board, Director, 10%+ Owner
Issuer ticker: N/A
Reported as of: 29 Mar 2022
Net transaction value: $0
SEC form: 4
Accepted by SEC: 29 Mar 2022, 17:10:29 UTC
Prior SEC filing: 14 Feb 2022
Source filing: View source filing
Reporting owner signature: /s/ Steven E. Fox, as attorney-in-fact

Key filing fact

David Zalik filed Form 4 for GreenSky, Inc. on 29 Mar 2022.

Key facts

This page summarizes David Zalik's Form 4 filing for GreenSky, Inc..
9 reported transactions and 4 derivative rows are listed below.
Accepted by SEC: 29 Mar 2022, 17:10.

Change

Previous filing in this sequence was filed on 14 Feb 2022.
Current net transaction value: $0.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

GSKY transaction

Class A common stock

Disposed to Issuer

Transaction value
Shares: -1,105,220
Change %: -100%
Price
Shares after: 0
Date: 29 Mar 2022
Ownership: Direct
Footnotes: F1

GSKY transaction

Class B common stock

Gift

Transaction value: $0
Shares: -4,678,035
Change %: -11%
Price: $0.000000
Shares after: 39,682,228
Date: 04 Jan 2022
Ownership: Founders Technology Investors, LLC
Footnotes: F2

GSKY transaction

Class B common stock

Disposed to Issuer

Transaction value
Shares: -39,682,228
Change %: -100%
Price
Shares after: 0
Date: 29 Mar 2022
Ownership: Founders Technology Investors, LLC
Footnotes: F3

GSKY transaction

Class B common stock

Gift

Transaction value: $0
Shares: -5,235,817
Change %: -39%
Price: $0.000000
Shares after: 8,161,582
Date: 04 Jan 2022
Ownership: Financial Technology Investors, LLC

GSKY transaction

Class B common stock

Disposed to Issuer

Transaction value
Shares: -8,161,582
Change %: -100%
Price
Shares after: 0
Date: 29 Mar 2022
Ownership: Financial Technology Investors, LLC
Footnotes: F3

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

GSKY transaction Derivative

Holdco Units

Gift

Transaction value: $0
Shares: -4,678,035
Change %: -11%
Price: $0.000000
Shares after: 39,682,228
Date: 04 Jan 2022
Ownership: Founders Technology Investors, LLC
Underlying class: Class A common stock
Underlying amount: 4,678,035
Exercise price
Footnotes: F2, F4

GSKY transaction Derivative

Holdco Units

Disposed to Issuer

Transaction value
Shares: -39,682,228
Change %: -100%
Price
Shares after: 0
Date: 29 Mar 2022
Ownership: Founders Technology Investors, LLC
Underlying class: Class A common stock
Underlying amount: 39,682,228
Exercise price
Footnotes: F3, F4

GSKY transaction Derivative

Holdco Units

Gift

Transaction value: $0
Shares: -5,235,817
Change %: -39%
Price: $0.000000
Shares after: 8,161,582
Date: 04 Jan 2022
Ownership: Financial Technology Investors, LLC
Underlying class: Class A common stock
Underlying amount: 5,235,817
Exercise price
Footnotes: F4

GSKY transaction Derivative

Holdco Units

Disposed to Issuer

Transaction value
Shares: -8,161,582
Change %: -100%
Price
Shares after: 0
Date: 29 Mar 2022
Ownership: Financial Technology Investors, LLC
Underlying class: Class A common stock
Underlying amount: 8,161,582
Exercise price
Footnotes: F3, F4

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

David Zalik is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 4 footnotes

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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.