0001188112-13-000401.txt : 20130214 0001188112-13-000401.hdr.sgml : 20130214 20130214163041 ACCESSION NUMBER: 0001188112-13-000401 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20130214 DATE AS OF CHANGE: 20130214 GROUP MEMBERS: ELIZABETH J. GREEN GROUP MEMBERS: W. T. GREEN JR. FAMILY LIMITED PARTNERSHIP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GREENWAY MEDICAL TECHNOLOGIES INC CENTRAL INDEX KEY: 0001080747 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-86773 FILM NUMBER: 13614603 BUSINESS ADDRESS: STREET 1: 1340 NORTH PARK STREET CITY: CARROLLTON STATE: GA ZIP: 30117 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GREEN W T JR CENTRAL INDEX KEY: 0001207560 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: 194 BONNER RD CITY: CARROLLTON STATE: GA ZIP: 30117 SC 13G 1 t75601_sc13g.htm SCHEDULE 13G t75601_sc13g.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G
Under the Securities Exchange Act of 1934*
 
 
 
Greenway Medical Technologies, Inc.
(Name of Issuer)
 
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
 
 
39679B103
  
 
(CUSIP Number)
 
  
December 31, 2012
(Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
o        Rule 13d-1(b)
o        Rule 13d-1(c)
x       Rule 13d-1(d)
 
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
 
1.  
Names of Reporting Persons.
 
W. Thomas Green, Jr.
2.  
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)    x
(b)    o
 
3.  
SEC Use Only
 
 
4  
Citizenship or Place of Organization
 
United States
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5.  
Sole Voting Power
 
1,060,321(1)
6.  
Shared Voting Power
 
1,220,741
7.  
Sole Dispositive Power
 
1,060,321(1)
8.  
Shared Dispositive Power
 
1,220,741
9.  
Aggregate Amount Beneficially Owned by Each Reporting Person
 
2,281,062(1)
10.  
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)o
 
 
11.  
Percent of Class Represented by Amount in Row (9)
 
7.7%
12.  
Type of Reporting Person (See Instructions)
 
IN
 
(1)
Includes 183,081shares subject to options which were exercisable on or within 60 days of December 31, 2012.
 
 
 
 
 
1.  
Names of Reporting Persons.
 
Elizabeth J. Green
2.  
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)    x
(b)    o
 
3.  
SEC Use Only
 
 
4  
Citizenship or Place of Organization
 
United States
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5.  
Sole Voting Power
 
0
6.  
Shared Voting Power
 
1,220,741
7.  
Sole Dispositive Power
 
0
8.  
Shared Dispositive Power
 
1,220,741
9.  
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,220,741
10.  
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)o
 
 
11.  
Percent of Class Represented by Amount in Row (9)
 
4.1%
12.  
Type of Reporting Person (See Instructions)
 
IN
 
 
 
 
 
1.  
Names of Reporting Persons.
 
W. T. Green, Jr. Family Limited Partnership
2.  
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)    x
(b)    o
 
3.  
SEC Use Only
 
 
4  
Citizenship or Place of Organization
 
Georgia
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5.  
Sole Voting Power
 
0
6.  
Shared Voting Power
 
971,273
7.  
Sole Dispositive Power
 
0
8.  
Shared Dispositive Power
 
971,273
9.  
Aggregate Amount Beneficially Owned by Each Reporting Person
 
971,273
10.  
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)o
 
 
11.  
Percent of Class Represented by Amount in Row (9)
 
3.3%
12.  
Type of Reporting Person (See Instructions)
 
PN
 
 
 
 
 
Item 1.
 
(a)       Name of Issuer
 
Greenway Medical Technologies, Inc.
 
(b)       Address of Issuer’s Principal Executive Offices
 
100 Greenway Boulevard
Carrollton, GA 30117
 
Item 2.
 
(a)-(c)  This Statement is being filed jointly by the following (the “Reporting Persons”):
 
(i)       W. Thomas Green, Jr., an individual citizen of the United States (“Mr. Green”)
100 Greenway Boulevard
Carrollton, GA 30117
 
(ii)      Elizabeth J. Green, Mr. Green’s spouse and an individual citizen of the United States (“Mrs. Green”)
100 Greenway Boulevard
Carrollton, GA 30117
 
(iii)     W. T. Green, Jr. Family Limited Partnership, a Georgia limited partnership (“Partnership”), of which Mr. and Mrs. Green are the general partners.
100 Greenway Boulevard
Carrollton, GA 30117
 
(d)       Title of Class Securities
 
Common Stock, par value $0.0001 per share
 
(e)        CUSIP Number
 
39679B103
 
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:
 
 
(a)
 o
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78c).
 
 
(b)
 o
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
 
 
 
 
 
 
(c)        o
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
 
 
(d)        o
Investment company registered under section 8 of the Investment Company Act (15 U.S.C. 80a-8).
 
 
(e)        o
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E).
 
 
(f)         o
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(ii)(F).
 
 
(g)        o
A parent holding company or control person in accordance with     § 240.13d-1(b)(1)(ii)(G).
 
 
(h)        o
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
 
 
(i)         o
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
 
 
(j)         o
Group in accordance with § 240.13d-1(b)(ii)(J).
 
Item 4.           Ownership
 
For Mr. Green:
 
(a) Amount beneficially owned: 2,281,062
 
(b) Percent of class: 7.7%*
 
(c) Number of shares to which Mr. Green has:
 
 
(i)  Sole power to vote or to direct the vote: 1,060,321
 
 
(ii) Shared power to direct the vote: 1,220,741
 
 
(iii) Sole power to dispose or to direct the disposition of: 1,060,321
 
 
(iv) Shared power to dispose or to direct the disposition of: 1,220,741
 
For Mrs. Green:
 
(a) Amount beneficially owned: 1,220,741
 
(b) Percent of class: 4.1%*
 
(c) Number of shares to which Mrs. Green has:
 
 
(i)  Sole power to vote or to direct the vote: 0
 
 
(ii) Shared power to direct the vote: 1,220,741
 
 
(iii) Sole power to dispose or to direct the disposition of: 0
 
 
 
 
 
 
(iv) Shared power to dispose or to direct the disposition of: 1,220,741
 
For Partnership:
 
(a) Amount beneficially owned: 971,273
 
(b) Percent of class: 3.3%*
 
(c) Number of shares to which Partnership has:
 
 
(i)  Sole power to vote or to direct the vote: 0
 
 
(ii) Shared power to direct the vote: 971,273
 
 
(iii) Sole power to dispose or to direct the disposition of: 0
 
 
(iv) Shared power to dispose or to direct the disposition of: 971,273
 
* The ownership percentage of each Reporting Person is calculated based on a total of 29,625,399 Common Shares outstanding as of December 31, 2012.
 
Item 5.           Ownership of Five Percent or Less of a Class.
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class securities, check the following o
 
Item 6.           Ownership of More than Five Percent on Behalf of Another Person.
 
 
Not applicable.
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
 
 
Not applicable.
 
Item 8.
Identification and Classification of Members of the Group.
 
Members of the Group are listed in Exhibit 1.
 
Item 9.
Notice of Dissolution of Group.
 
 
Not applicable
 
Item 10.
Certification
 
Not applicable
 
 
 
 
 
SIGNATURES
 
After reasonable inquiry and to the best of my knowledge, I certify that the information set forth in this statement is true, complete and correct.
 
Dated: February 14, 2013
 
  W. THOMAS GREEN, JR.  
     
 
 /s/ W. Thomas Green, Jr.  
 
W. Thomas Green, Jr.
  
     
  ELIZABETH J. GREEN  
     
  /s/ Elizabeth J. Green  
 
Elizabeth J. Green
  
 
  W. T. GREEN, JR. FAMILY LIMITED PARTNERSHIP  
       
 
By:
 /s/ W. Thomas Green, Jr.  
    W. Thomas Green, Jr., General Partner  
EX-1 2 ex1.htm EXHIBIT 1 ex1.htm
Exhibit 1
 
Members of the Group Pursuant to Item 8.
 
Pursuant to Item 8 of this Schedule 13G, the members of the group with respect to the common stock owned of record by Partnership are Mr. Green, Mrs. Green, and Partnership, and the members of the group with the respect to the common stock owned of record by Mrs. Green are Mr. Green and Mrs. Green.  Partnership is the record owner of 971,273 shares of common stock, and Mrs. Green is the record owner of 249,468 shares of common stock.
 
 EX-2 3 ex2.htm EXHIBIT 2 ex2.htm
Exhibit 2
 
Joint Filing Agreement
 
THIS JOINT FILING AGREEMENT (this “Agreement”) is entered into as of the 14th day of February, 2013, by and among W. Thomas Green, Jr., an individual resident of the State of Georgia (“Mr. Green”), Elizabeth J. Green, an individual resident of the State of Georgia (“Mrs. Green”), and W. T. Green, Jr. Family Limited Partnership, a Georgia limited partnership (“Partnership”, and together with Mr. Green and Mrs. Green, the “Joint Filers”).
 
WHEREAS, each of the Joint Filers is individually eligible to file the Schedule 13G; and
 
WHEREAS, each of the Joint Filers wishes to file the Schedule 13G and any amendments thereto jointly and on behalf of each of the Joint Filers, pursuant to Rule 13d-1(k)(1) under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”).
 
NOW, THEREFORE, in consideration of these premises and other good and valuable consideration, the parties hereto agree as follows:
 
 
1.
The Joint Filers hereby agree that the Schedule 13G is, and any amendments thereto will be, filed on behalf of each of the Joint Filers pursuant to Rule 13d-1(k)(1) under the Exchange Act.
 
 
2.
Each of the Joint Filers hereby acknowledges that, pursuant to Rule 13d-1(k)(1) under the Exchange Act, it is responsible for the timely filing of the Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning it contained therein, and is not responsible for the completeness and accuracy of the information concerning any of the other parties contained therein, unless it knows or has reason to know that such information is inaccurate.
 
 
3.
Each of the Joint Filers hereby agrees that this Agreement shall be filed as an exhibit to the Schedule 13G, pursuant to Rule 13d-1(k)(1)(iii) under the Exchange Act.
 
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed individually as of the day and year first above written.
 
  W. THOMAS GREEN, JR.  
     
 
 /s/ W. Thomas Green, Jr.  
  W. Thomas Green, Jr.  
     
  ELIZABETH J. GREEN  
     
  /s/ Elizabeth J. Green  
  Elizabeth J. Green  
 
  W. T. GREEN, JR. FAMILY LIMITED PARTNERSHIP  
       
 
By:
/s/ W. Thomas Green, Jr.  
    W. Thomas Green, Jr., General Partner