UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

o

Rule 13d-1(b)

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Rule 13d-1(c)

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Rule 13d-1(d)

1

Name of Reporting Persons
Jeffrey Gold

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
22,286,495

6

Shared Voting Power
0

7

Sole Dispositive Power
0

8

Shared Dispositive Power
0

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

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:
Jeffrey Gold.

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:
United States

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

Item 4.

Ownership

This statement on Schedule 13G relates to the Reporting Person’s beneficial ownership interests in the Class A common stock, $0.01 par value per share, of the Issuer (the “Class A Common Stock”), based on his rights with respect to 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 22,286,495 shares of Class A Common Stock issuable upon exchange of Holdco Units, which are held by GS Investment Holdings, LLC. 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, Jeffrey Gold has full, sole and exclusive voting power with respect to all ownership interests of RS in the Issuer.

(a) Amount beneficially owned:  22,286,495

Consists of 22,286,495 shares of Class A Common Stock issuable upon exchange of Holdco Units (with automatic cancellation of an equal number of shares of Class B common stock of the Issuer), which are held by GS Investment Holdings, LLC.

(b) Percent of class:  27.8%

The percentage is 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 Person (with automatic cancellation of an equal number of shares of Class B common stock of the Issuer). 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.

(c) Number of shares as to which such person has:

(i)

Sole power to vote or direct the vote:   

22,286,495

(ii)

Shared power to vote or direct the vote:    

0

(iii)

Sole power to dispose or to direct the disposition of:   

0

(iv)

Shared power to dispose or to direct the disposition of:   

0

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

Item 10.

Certifications

Not applicable

JEFFREY GOLD

/s/ Jeffrey Gold