4//SEC Filing
Benjamin Gerald R. 4
Accession 0001712923-22-000038
CIK 0001712923other
Filed
Mar 28, 8:00 PM ET
Accepted
Mar 29, 5:11 PM ET
Size
19.0 KB
Accession
0001712923-22-000038
Insider Transaction Report
Form 4
GreenSky, Inc.GSKY
Benjamin Gerald R.
DirectorChief Administrative Officer
Transactions
- Disposition to Issuer
Stock Option (right to buy)
2022-03-29−89,468→ 0 totalExercise: $3.73Exp: 2030-05-14→ Class A common stock (89,468 underlying) - Disposition to Issuer
Class B common stock
2022-03-29−978,933.54→ 0 total - Disposition to Issuer
Class B common stock
2022-03-29−199,144.33→ 0 total(indirect: By LLC) - Disposition to Issuer
Holdco Units
2022-03-29−978,933.54→ 0 total→ Class A common stock (978,933.54 underlying) - Disposition to Issuer
Holdco Units
2022-03-29−199,144.33→ 0 total(indirect: By LLC)→ Class A common stock (199,144.33 underlying) - Disposition to Issuer
Class A common stock
2022-03-29−274,202→ 0 total - Disposition to Issuer
Stock Option (right to buy)
2022-03-29−227,275→ 0 totalExercise: $12.55Exp: 2029-03-07→ Class A common stock (227,275 underlying)
Footnotes (5)
- [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. The amounts in Table I include 147,597 shares of Class A common stock subject to forfeiture conditions; which fully vested in connection with the merger.
- [F2]Pursuant to the Merger Agreement, each unit of GreenSky Holdings ("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. The amount shown in Table II includes 52,500 Holdco Units subject to forfeiture conditions, which fully vested in connection with the merger.
- [F3]Pursuant to the Exchange Agreement, dated May 23, 2018, by and among the Issuer, GreenSky Holdings and the members of GreenSky Holdings, 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.
- [F4]This option, which provided for vesting in four equal installments on May 14, 2021, May 14, 2022, May 14, 2023, and May 14, 2024, was canceled in the merger with the option being converted into the right to receive a lump-sum cash payment, without interest, equal to the product of (a) the number of shares of Issuer Class A common stock subject to the option immediately prior to the Effective Time and (b) the excess, if any, of (i) the cash value of the Merger Consideration over (ii) the per share exercise price of the option, less applicable withholding taxes.
- [F5]This option, which provided for vesting in four equal installments on March 7, 2020, March 7, 2021, March 7, 2022, and March 7, 2023, was canceled in the merger with the option being converted into the right to receive a lump-sum cash payment, without interest, equal to the product of (a) the number of shares of Issuer Class A common stock subject to the option immediately prior to the Effective Time and (b) the excess, if any, of (i) the cash value of the Merger Consideration over (ii) the per share exercise price of the option, less applicable withholding taxes.
Documents
Issuer
GreenSky, Inc.
CIK 0001712923
Entity typeother
Related Parties
1- filerCIK 0001740343
Filing Metadata
- Form type
- 4
- Filed
- Mar 28, 8:00 PM ET
- Accepted
- Mar 29, 5:11 PM ET
- Size
- 19.0 KB