0001104659-19-008726.txt : 20190214 0001104659-19-008726.hdr.sgml : 20190214 20190214161557 ACCESSION NUMBER: 0001104659-19-008726 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190214 DATE AS OF CHANGE: 20190214 GROUP MEMBERS: GS INVESTMENT HOLDINGS, LLC GROUP MEMBERS: HOPE GITTIS SHEFT GROUP MEMBERS: RICHARD SHEFT GROUP MEMBERS: RS MANAGEMENT ADVISORS, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GreenSky, Inc. CENTRAL INDEX KEY: 0001712923 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 822135346 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-90498 FILM NUMBER: 19606518 BUSINESS ADDRESS: STREET 1: 5565 GLENRIDGE CONNECTOR STREET 2: SUITE 700 CITY: ATLANTA STATE: GA ZIP: 30342 BUSINESS PHONE: 678-264-6105 MAIL ADDRESS: STREET 1: 5565 GLENRIDGE CONNECTOR STREET 2: SUITE 700 CITY: ATLANTA STATE: GA ZIP: 30342 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Sheft Robert CENTRAL INDEX KEY: 0001372294 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: 623 FIFTH AVENUE STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G 1 a19-4589_3sc13g.htm SC 13G

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, DC 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

GreenSky, Inc.

(Name of Issuer)

Class A Common Stock, $0.01 par value per share

(Title of Class of Securities)

39572G100

(CUSIP Number)

December 31, 2018

(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 information required on 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

Name of Reporting Persons
Robert Sheft

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(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
304,852

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
304,852

 

8

Shared Dispositive Power
22,286,495

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
22,591,347

 

 

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
28.2%

 

 

12

Type of Reporting Person (See Instructions)
IN

 

2


 

 

1

Name of Reporting Persons
Hope Gittis Sheft

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(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
0

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
22,286,495

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
22,286,495

 

 

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
27.8%

 

 

12

Type of Reporting Person (See Instructions)
IN

 

3


 

 

1

Name of Reporting Persons
Richard Sheft

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(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
0

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
22,286,495

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
22,286,495

 

 

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
27.8%

 

 

12

Type of Reporting Person (See Instructions)
IN

 

4


 

 

1

Name of Reporting Persons
RS Management Advisors, LLC

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Nevada

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
22,286,495

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
22,286,495

 

 

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
27.8%

 

 

12

Type of Reporting Person (See Instructions)
OO

 

5


 

 

1

Name of Reporting Persons
GS Investment Holdings, LLC

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(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
0

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
22,286,495

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
22,286,495

 

 

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
27.8%

 

 

12

Type of Reporting Person (See Instructions)
OO

 

6


 

Item 1(a).

 

Name of Issuer:
GreenSky, Inc.

Item 1(b).


 

Address of Issuer’s Principal Executive Offices:
5565 Glenridge Connector, Suite 700

Atlanta, Georgia 30342

 

 

Item 2(a).





 

Name of Person Filing:
Robert Sheft, a U.S. citizen.

Hope Gittis Sheft, a U.S. citizen.

Richard Sheft, a U.S. citizen.

RS Management Advisors, LLC, a Nevada limited liability company.

GS Investment Holdings, LLC, a Georgia limited liability company.

Item 2(b).



 

Address of Principal Business Office or, if none, Residence:
c/o GreenSky, Inc.

5565 Glenridge Connector, Suite 700

Atlanta, Georgia 30342

Item 2(c).

 

Citizenship:
The citizenship or place of organization of each of the Reporting Persons is set forth on such Reporting Person’s cover page.

Item 2(d).

 

Title of Class of Securities:
Class A Common Stock, par value $0.01 per share

Item 2(e).

 

CUSIP Number:
39572G100

 

Item 3.

Not applicable

 

7


 

Item 4.

Ownership

 

This statement on Schedule 13G relates to the Reporting Persons’ beneficial ownership interests in the Class A common stock, $0.01 par value per share, of the Issuer (the “Class A Common Stock”), based partly on their ownership of common membership interests (“Holdco Units”) in GreenSky Holdings, LLC, an affiliate of the Issuer (“GS Holdings”), which are exchangeable (with automatic cancellation of an equal number of shares of Class B common stock of the Issuer) on a one-for-one basis (subject to adjustment) for Class A Common Stock or cash (based on the market price of shares of Class A Common Stock), at the Issuer’s option.

 

The shares reported represent (i) 22,286,495 shares of Class A Common Stock issuable upon exchange of Holdco Units, which are held by GS Investment Holdings, LLC and, (ii) in the case of Robert Sheft, 304,852 shares of Class A common stock of the Issuer held directly by him. Robert Sheft, a director of the Issuer, owns 1% of GS Investment Holdings, LLC, while the other 99% is owned by the Robert Sheft 2012 Trust and the Robert Sheft Dynasty Trust (the “Trusts”). The trustee of the Trusts is RS Management Advisors, LLC (“RS”). Pursuant to the Operating Agreement of RS, Hope Gittis Sheft and Richard Sheft have shared dispositive power, and Jeffrey Gold has full, sole and exclusive voting power, with respect to all ownership interests of RS in the Issuer.

 

The information set forth in Rows 5 through 11 of the cover pages to this Schedule 13G is incorporated herein by reference for each Reporting Person.

 

(b) Percent of class: The percentages set forth in Row 11 of each cover page to the Schedule 13G are calculated using 57,797,385 shares of the Issuer’s Class A common stock outstanding as of November 8, 2018, as reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended September 30, 2018, filed with the SEC on November 9, 2018, plus 22,286,495 shares of Class A common stock issuable upon exchange of Holdco Units beneficially owned by the Reporting Persons. The percentage assumes the exchange of all Holdco Units held by GS Investment Holdings, LLC into shares of Class A common stock, in accordance with Rule 13d-3 of the Act.

 

Item 5.

Ownership of Five Percent or Less of a Class

If the 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 of 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

 

Not applicable

 

Item 9.

Notice of Dissolution of Group

 

Not applicable

 

8


 

Item 10.

Certifications

 

Not applicable

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: February 14, 2019

 

 

 

ROBERT SHEFT

 

 

 

 

 

/s/ Robert Sheft

 

 

 

 

 

HOPE GITTIS SHEFT

 

 

 

 

 

/s/ Hope Gittis Sheft

 

 

 

 

 

RICHARD SHEFT

 

 

 

 

 

/s/ Richard Sheft

 

 

 

 

 

RS MANAGEMENT ADVISORS, LLC

 

 

 

 

 

 

By:

/s/ Richard Sheft

 

Name: Richard Sheft

 

Title: Member

 

 

 

 

 

GS INVESTMENT HOLDINGS, LLC

 

 

 

 

 

 

By:

/s/ Robert Sheft

 

Name: Robert Sheft

 

Title: Manager

 

9