X0306 4 2019-01-25 0 0001712923 GreenSky, Inc. GSKY 0001238040 MORRIS NIGEL W 5565 GLENRIDGE CONNECTOR, SUITE 700 ATLANTA GA 30342 1 0 0 0 Class B common stock 2019-01-25 4 M 0 1304640 1.081 A 2316329 I By QED Fund II, LP Class B common stock 2019-01-25 4 F 0 124477 11.33 D 2191852 I By QED Fund II, LP Class A common stock 62500 D Warrant 1.081 2019-01-25 4 M 0 1304640 0.00 D 2023-12-31 Class B common stock/Holdco Units 1304640 0 I By QED Fund II, LP Holdco Units 2019-01-25 4 M 0 1304640 0.00 A Class A common stock 1304640 2316329 I By QED Fund II, LP Holdco Units 2019-01-25 4 F 0 124477 1.081 D Class A common stock 124477 2191852 I By QED Fund II, LP On January 25, 2019, the Reporting Person exercised a warrant to purchase 1,304,640 Holdco Units and an equal number of shares of Class B common stock for $1.081 per share. The Reporting Person paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 124,477 of the warrant shares to pay the exercise price and issuing to the Reporting Person the remaining 1,180,163 Holdco Units and an equal number of shares of Class B common stock. The Issuer also paid $10.62 to the Reporting Person in lieu of a fractional share. 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. QED Fund II, LP is managed by QED Partners II, LLC, of which Mr. Morris is the managing partner. The warrant held by QED Fund II, LP was fully vested and exercisable for 1,304,640 Holdco Units and an equal number of shares of Class B common stock, with an exercise price of $1.081 per unit, and a cap of $11.418 per unit. Pursuant to the Exchange Agreement, dated May 23, 2018, by and among the Issuer, GreenSky Holdings, LLC ("GS Holdings") and the members 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. /s/ Nigel Morris 2019-01-28