Benjamin Gerald R. 4
4 · GreenSky, Inc. · Filed Aug 12, 2019
Insider Transaction Report
Form 4
GreenSky, Inc.GSKY
Benjamin Gerald R.
DirectorChief Administrative Officer
Transactions
- Exercise/Conversion
Class A common stock
2019-08-08$1.08/sh+869,760.2$939,341→ 1,074,661.2 total - Exercise/Conversion
Stock Option (right to buy)
2019-08-08−869,760.2→ 0 totalExercise: $1.08Exp: 2024-01-01→ Class A common stock (869,760.2 underlying) - Tax Payment
Class A common stock
2019-08-08$7.60/sh−440,443.2$3,347,368→ 634,218 total
Holdings
- 199,144.33(indirect: By LLC)
Holdco Units
→ Class A common stock (199,144.33 underlying) - 199,144.33(indirect: By LLC)
Class B common stock
- 978,933.54
Holdco Units
→ Class A common stock (978,933.54 underlying) - 978,933.54
Class B common stock
Footnotes (5)
- [F1]On August 8, 2019, the Reporting Person exercised an outstanding option to purchase 869,760.20 shares of Class A common stock. The option is subject to a cap of $7.60 per share (i.e., the maximum value that could be received upon exercise of the option is $7.60 per share). The Reporting Person received 429,317 shares of Class A common stock on "net exercise" of the option, and the Company withheld 440,443.20 shares of Class A common stock underlying the option for payment of the exercise price and tax withholdings (based on the closing price of $7.60 per share on the date the stock option was exercised).
- [F2]The price reported in Column 4 reflects the closing price on the date the stock option was exercised.
- [F3]The Class B common stock entitles holders to ten votes per share, votes as a single class with the Class A common stock, has no economic rights and is subject to forfeiture upon exchange of the Reporting Person's Holdco Units as described below.
- [F4]In the the reorganization of GreenSky Holdings, LLC ("GS Holdings") and the creation of the Issuer as a public holding company for GS Holdings (the "Reorganization"), capped options were equitably adjusted so that they would be exercisable for Class A common stock of the Issuer. Options awarded to the Reporting Person on January 1, 2014 represent the right to purchase 869,760.20 shares of Class A common stock with an exercise price of $1.081 per unit and a cap of $7.60 per unit. The options are fully vested and exercisable.
- [F5]Pursuant to the Exchange Agreement, dated May 23, 2018, by and among the Issuer, GS Holdings and the members of GS 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.