TPG Growth II Advisors, Inc. 3
3 · GreenSky, Inc. · Filed May 24, 2018
Insider Transaction Report
Form 3
GreenSky, Inc.GSKY
TPG Growth II Advisors, Inc.
10% Owner
Holdings
- (indirect: See Explanation of Responses)
Common Membership Interests and Class B Common Stock
→ Class A Common Stock (8,376,708 underlying) - 1,732,075(indirect: See Explanation of Responses)
Class A Common Stock
Footnotes (4)
- [F1]David Bonderman and James G. Coulter are the sole shareholders of TPG Growth II Advisors, Inc., which is the general partner of each of (i) TPG Growth II BDH, L.P., which directly holds 1,732,075 shares of Class A Common Stock ("Class A Shares") of GreenSky, Inc. (the "Issuer"), and (ii) TPG Georgia Holdings, L.P. ("TPG Georgia" and, together with TPG Growth II BDH, L.P., the "TPG Funds"), which directly holds 8,376,708 common membership interests (the "Units") of GreenSky Holdings, LLC and 6,384,064 shares of Class B Common Stock ("Class B Shares") of the Issuer.
- [F2]Pursuant to the terms of the Exchange Agreement dated May 23, 2018, TPG Georgia may exchange all or a portion of its Units (with automatic cancellation of an equal number of Class B Shares) for Class A Shares on a one-for-one basis, subject to customary adjustments, or, at the option of the Issuer, cash (based on the then-market value of the Class A Shares).
- [F3]Because of the relationship between the Reporting Persons and the TPG Funds, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of the TPG Funds. Each TPG Fund and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such TPG Fund's or such Reporting Person's pecuniary interest therein, if any.
- [F4]Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.