SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
MUSTACCHI ALAN
(Last) (First) (Middle)
5565 GLENRIDGE CONNECTOR, SUITE 700
(Street)
ATLANTA GA 30342
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
GreenSky, Inc. [ GSKY ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP, Capital Markets
3. Date of Earliest Transaction (Month/Day/Year)
01/02/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A common stock 01/02/2020 M(1) 40,000 A $5.65 131,435 D
Class A common stock 01/02/2020 F(1) 34,349 D $8.83(2) 97,086 D
Class B common stock 92,615.14(3) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $5.65 01/02/2020 M(1) 40,000 (4) 11/10/2024 Class A common stock 40,000 $0(4) 0 D
Holdco Units (5) (5) (5) Class A common stock 92,615.14 92,615.14 D
Explanation of Responses:
1. On January 2, 2020, the Reporting Person exercised an outstanding option to purchase 40,000 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 5,651 shares of Class A common stock on "net exercise" of the option, and the Company withheld 34,349 shares of Class A common stock underlying the option in respect of the cap and for payment of the exercise price and tax withholdings (based on the closing price of $8.83 per share on the date the stock option was exercised).
2. The price reported in Column 4 reflects the closing price on the date of exercise.
3. 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.
4. In the the reorganization of GreenSky Holdings, LLC ("GS Holdings") and the creation of the Issuer as a public holding company for GS Holdings, 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 November 10, 2014 represented the right to purchase 200,000 shares of Class A common stock with an exercise price of $5.649 per unit and a cap of $7.60 per unit. The options vested at a rate of 20% per year on the anniversary of the grant date, and fully vested on November 10, 2019. Reporting Person previously exercised 160,000 options from this grant on August 8, 2019.
5. Pursuant to the Exchange Agreement, dated May 23, 2018, by and among the Issuer, GS Holdings and the members of GS Holdings, the membership interests 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.
Remarks:
/s/ Robert Partlow, as attorney-in-fact 01/06/2020
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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