X0306 4 2019-08-08 0 0001712923 GreenSky, Inc. GSKY 0001527144 Babbit Joel M. 5565 GLENRIDGE CONNECTOR SUITE 700 ATLANTA GA 30342 1 0 0 0 Class A common stock 2019-08-08 4 M 0 344704 5.65 A 360640 D Class A common stock 2019-08-08 4 F 0 256215 7.60 D 104425 D Class B common stock 199530.07 D Stock Option (right to buy) 5.65 2019-08-08 4 M 0 344704 0.00 D 2025-04-13 Class A common stock 430880 86176 D Holdco Units Class A common stock 199530.07 199530.07 D On August 8, 2019, the Reporting Person exercised an outstanding option to purchase 344,704 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 88,489 shares of Class A common stock on "net exercise" of the option, and the Company withheld 256,215 shares of Class A common stock underlying the option for payment of the exercise price (based on the closing price of $7.60 per share on the date the stock option was exercised). The price reported in Column 4 reflects the closing price on the date the stock option was exercised. 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. In the the reorganization of GreenSky Holdings, LLC ("GS Holdings") and the creation of the Issuer as a public holding company for GS Holdings (the "Reorganization"), 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 April 13, 2015 represent the right to purchase 430,880 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 vest at the rate of 20% per year on the anniversary of the grant date and will fully vest on April 13, 2020, provided that he remains a director through that date. Pursuant to the Exchange Agreement, dated May 23, 2018, by and among the Issuer, 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/ Robert Partlow, as attorney-in-fact 2019-08-12