4//SEC Filing
TPG Growth II Advisors, Inc. 4
Accession 0001387131-20-005140
CIK 0001712923other
Filed
May 21, 8:00 PM ET
Accepted
May 22, 4:33 PM ET
Size
22.4 KB
Accession
0001387131-20-005140
Insider Transaction Report
Form 4
GreenSky, Inc.GSKY
TPG Growth II Advisors, Inc.
10% Owner
Transactions
- Conversion
Class A Common Stock
2020-05-20+26,147→ 1,284,124 total(indirect: See Explanation of Responses) - Conversion
Class A Common Stock
2020-05-21+120,391→ 1,372,962 total(indirect: See Explanation of Responses) - Sale
Class A Common Stock
2020-05-20$4.23/sh−31,553$133,334→ 1,252,571 total(indirect: See Explanation of Responses) - Sale
Class A Common Stock
2020-05-21$4.07/sh−145,285$590,700→ 1,227,677 total(indirect: See Explanation of Responses) - Conversion
Common Membership Interests and Class B Common Stock
2020-05-20−26,147→ 6,057,716 total(indirect: See Explanation of Responses)→ Class A Common Stock (26,147 underlying) - Conversion
Common Membership Interests and Class B Common Stock
2020-05-21−120,391→ 5,937,325 total(indirect: See Explanation of Responses)→ Class A Common Stock (120,391 underlying)
BONDERMAN DAVID
10% Owner
Transactions
- Conversion
Common Membership Interests and Class B Common Stock
2020-05-21−120,391→ 5,937,325 total(indirect: See Explanation of Responses)→ Class A Common Stock (120,391 underlying) - Conversion
Class A Common Stock
2020-05-20+26,147→ 1,284,124 total(indirect: See Explanation of Responses) - Conversion
Class A Common Stock
2020-05-21+120,391→ 1,372,962 total(indirect: See Explanation of Responses) - Conversion
Common Membership Interests and Class B Common Stock
2020-05-20−26,147→ 6,057,716 total(indirect: See Explanation of Responses)→ Class A Common Stock (26,147 underlying) - Sale
Class A Common Stock
2020-05-20$4.23/sh−31,553$133,334→ 1,252,571 total(indirect: See Explanation of Responses) - Sale
Class A Common Stock
2020-05-21$4.07/sh−145,285$590,700→ 1,227,677 total(indirect: See Explanation of Responses)
COULTER JAMES G
10% Owner
Transactions
- Conversion
Common Membership Interests and Class B Common Stock
2020-05-20−26,147→ 6,057,716 total(indirect: See Explanation of Responses)→ Class A Common Stock (26,147 underlying) - Conversion
Common Membership Interests and Class B Common Stock
2020-05-21−120,391→ 5,937,325 total(indirect: See Explanation of Responses)→ Class A Common Stock (120,391 underlying) - Conversion
Class A Common Stock
2020-05-20+26,147→ 1,284,124 total(indirect: See Explanation of Responses) - Sale
Class A Common Stock
2020-05-20$4.23/sh−31,553$133,334→ 1,252,571 total(indirect: See Explanation of Responses) - Conversion
Class A Common Stock
2020-05-21+120,391→ 1,372,962 total(indirect: See Explanation of Responses) - Sale
Class A Common Stock
2020-05-21$4.07/sh−145,285$590,700→ 1,227,677 total(indirect: See Explanation of Responses)
Footnotes (7)
- [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 1,227,677 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 5,937,325 common membership interests (the "Units") of GreenSky Holdings, LLC and 5,937,325 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]On each of May 20, 2020 and May 21, 2020, TPG Georgia exchanged 26,147 Units and 120,391 Units, respectively (with automatic cancellation of an equal number of Class B Shares), for Class A Shares on a one-for-one-basis.
- [F4]The price reported in Column 4 is a weighted average price. These Class A Shares were sold in multiple transactions at prices ranging from $4.16 to $4.49, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission (the "Commission"), upon request, full information regarding the number of Class A Shares sold at each separate price within the range set forth above.
- [F5]The price reported in Column 4 is a weighted average price. These Class A Shares were sold in multiple transactions at prices ranging from $4.00 to $4.27, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Commission, upon request, full information regarding the number of Class A Shares sold at each separate price within the range set forth above.
- [F6]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.
- [F7]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.
Documents
Issuer
GreenSky, Inc.
CIK 0001712923
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001631279
Filing Metadata
- Form type
- 4
- Filed
- May 21, 8:00 PM ET
- Accepted
- May 22, 4:33 PM ET
- Size
- 22.4 KB