4//SEC Filing
Zalik David 4
Accession 0001712923-22-000037
CIK 0001712923other
Filed
Mar 28, 8:00 PM ET
Accepted
Mar 29, 5:10 PM ET
Size
22.0 KB
Accession
0001712923-22-000037
Insider Transaction Report
Form 4
GreenSky, Inc.GSKY
Zalik David
DirectorCEO and Chairman of the Board10% Owner
Transactions
- Disposition to Issuer
Class A common stock
2022-03-29−1,105,220→ 0 total - Disposition to Issuer
Holdco Units
2022-03-29−39,682,228→ 0 total(indirect: By LLC)→ Class A common stock (39,682,228 underlying) - Disposition to Issuer
Class B common stock
2022-03-29−39,682,228→ 0 total(indirect: By LLC) - Gift
Holdco Units
2022-01-04−4,678,035→ 39,682,228 total(indirect: By LLC)→ Class A common stock (4,678,035 underlying) - Gift
Class B common stock
2022-01-04−4,678,035→ 39,682,228 total(indirect: By LLC) - Gift
Class B common stock
2022-01-04−5,235,817→ 8,161,582 total(indirect: By LLC) - Disposition to Issuer
Class B common stock
2022-03-29−8,161,582→ 0 total(indirect: By LLC) - Gift
Holdco Units
2022-01-04−5,235,817→ 8,161,582 total(indirect: By LLC)→ Class A common stock (5,235,817 underlying) - Disposition to Issuer
Holdco Units
2022-03-29−8,161,582→ 0 total(indirect: By LLC)→ Class A common stock (8,161,582 underlying)
Footnotes (4)
- [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.
- [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.
- [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.
- [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.
Documents
Issuer
GreenSky, Inc.
CIK 0001712923
Entity typeother
Related Parties
1- filerCIK 0001740339
Filing Metadata
- Form type
- 4
- Filed
- Mar 28, 8:00 PM ET
- Accepted
- Mar 29, 5:10 PM ET
- Size
- 22.0 KB