Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
- Peter Lynch
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION |
||
| Washington, D.C. 20549 |
________________________________________
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
| GreenSky, Inc. | ||
| (Name of Issuer) |
|
Class A Common Stock, par value $0.01 per share |
||
| (Titles of Class of Securities) |
| 39572G100 | ||
| (CUSIP Number) |
| December 31, 2020 | ||
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1(b) |
| ☐ | Rule 13d-1(c) |
| ☒ | Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in 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).
| CUSIP No. 39572G100 | 13G/A | Page 2 of 9 | |||
| 1 | NAME OF REPORTING PERSON
TPG Growth II Advisors, Inc. | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ | ||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware | ||||
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 - 0 - | ||||
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | ||||
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0% | ||||
| 12 | TYPE OF REPORTING PERSON
| ||||
| 2 |
| CUSIP No. 39572G100 | 13G/A | Page 3 of 9 | |||
| 1 | NAME OF REPORTING PERSON
David Bonderman | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ | ||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION United States | ||||
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 - 0 - | ||||
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | ||||
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0% | ||||
| 12 | TYPE OF REPORTING PERSON
| ||||
| 3 |
| CUSIP No. 39572G100 | 13G/A | Page 4 of 9 | |||
| 1 | NAME OF REPORTING PERSON
James G. Coulter | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ | ||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION United States | ||||
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 - 0 - | ||||
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | ||||
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0% | ||||
| 12 | TYPE OF REPORTING PERSON
| ||||
| 4 |
Item 1
|
(a). | Name
of Issuer: GreenSky, Inc. (the “Issuer”) |
Item 1
|
(b). | Address
of Issuer’s Principal Executive Offices: 5565 Glenridge Connector, Suite 700, Atlanta, GA 30342 |
| Item 2 | (a). | Name of Person Filing:
This Amendment No. 1 to Schedule 13G is being filed jointly on behalf of TPG Growth II Advisors, Inc. (“Growth II Advisors”), David Bonderman and James G. Coulter (each a “Reporting Person” and collectively, the “Reporting Persons”), pursuant to an Agreement of Joint Filing incorporated by reference herein in accordance with Rule 13d-1(k)(1) under the Act.
David Bonderman and James G. Coulter are the sole shareholders of Growth II Advisors, which is the general partner of each of (i) TPG Growth II BDH, L.P., which directly held shares of Class A Common Stock (as defined below), and (ii) TPG Georgia Holdings, L.P. (together with TPG Growth II BDH, L.P., the “TPG Funds”), which directly held common membership interests of GreenSky Holdings, LLC and shares of Class B common stock of the Issuer.
Because of the relationship between the Reporting Persons and the TPG Funds, the Reporting Persons may have been deemed to have beneficially owned the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of the TPG Funds. Each TPG Fund and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such TPG Fund’s or such Reporting Person's pecuniary interest therein, if any.
|
| Item 2 | (b). | Address of Principal Business Office or, if none, Residence:
The principal business address of each of the Reporting Persons is as follows:
c/o TPG Global, LLC 301 Commerce Street, Suite 3300 Fort Worth, Texas 76102 |
| Item 2 | (c). | Citizenship: |
| Item 2 | (d). | Title
of Class of Securities: Class A Common Stock, par value $0.01 per share (“Class A Common Stock”) |
| Item 2 | (e). | CUSIP Number:
39572G100 |
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| Item 3. | If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a(n): |
| (a) | ☐ Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78o). | |
| (b) | ☐ Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c). | |
| (c) | ☐ Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c). | |
| (d) | ☐ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). | |
| (e) | ☐ Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E). | |
| (f) | ☐ Employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). | |
| (g) | ☐ Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G). | |
| (h) | ☐ Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (13 U.S.C. 1813). | |
| (i) | ☐ Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3). | |
| (j) | ☐ Non-U.S. institution in accordance with §240. 13d-1(b)(1)(ii)(J). | |
| (k) | ☐ Group in accordance with §240.13d-1(b)(1)(ii)(K). |
| If filing as a non-U.S. i nstitution in accordance with §240. 13d-1(b)(1)(ii)(J), please specify the type of institution: ______________ |
|
Item 4. |
Ownership |
See responses to Item 9 on each cover page.
(b) Percent of class:
See responses to Item 11 on each cover page.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
See responses to Item 5 on each cover page.
(ii) Shared power to vote or to direct the vote:
See responses to Item 6 on each cover page.
(iii) Sole power to dispose or to direct the disposition of:
See responses to Item 7 on each cover page.
(iv) Shared power to dispose or to direct the disposition of:
See responses to Item 8 on each cover page. |
| 6 |
| Item 5. | Ownership of Five Percent or Less of a Class |
| If this 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 ☒ |
| 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 |
| See response to Item 2(a) above. |
| 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. |
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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.
Dated: February 12, 2021
| TPG Growth II Advisors, Inc. | |||
| By:: | /s/ Michael LaGatta | ||
| Name: | Michael LaGatta | ||
| Title: | Vice President | ||
| David Bonderman | |||
| By: | /s/ Gerald Neugebauer | ||
| Name: | Gerald Neugebauer, on behalf of David Bonderman (1) | ||
| James G. Coulter | |||
| By: | /s/ Gerald Neugebauer | ||
| Name: | Gerald Neugebauer, on behalf of James G. Coulter (2) | ||
_________________
(1) Gerald Neugebauer is signing on behalf of Mr. Bonderman pursuant to an authorization and designation letter dated February 26, 2020, which was previously filed with the Securities and Exchange Commission (the “Commission”) as an exhibit to a Form 4 filed by Mr. Bonderman on March 6, 2020 (SEC File No. 001-38156).
(2) Gerald Neugebauer is signing on behalf of Mr. Coulter pursuant to an authorization and designation letter dated February 26, 2020, which was previously filed with the Commission as an exhibit to a Form 4 filed by Mr. Coulter on March 6, 2020 (SEC File No. 001-38156).
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Exhibit Index
| Exhibit 1 | Agreement of Joint Filing as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934.* |
________
* Incorporated herein by reference to the Agreement of Joint Filing by and among TPG Growth II Advisors, Inc., David Bonderman and James G. Coulter, dated as of February 12, 2016, which was previously filed with the Commission as Exhibit 1 to Schedule 13G filed by TPG Growth Advisors II, Inc., David Bonderman and James G. Coulter on February 12, 2016.
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