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.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
| 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, 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) |
| 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
Jeffrey Gold | |||
| 2 | Check The Appropriate Box If A Member Of A Group (See Instructions) | (a) ¨ (b) ¨ | ||
| 3 |
SEC Use Only
| |||
| 4 |
Citizenship Or Place Of Organization
United States | |||
| 5 | Sole Voting Power | |||
| Number of | 23,391,715 | |||
| Shares | 6 | Shared Voting Power | ||
| Beneficially | 0 | |||
| Owned By | 7 | Sole Dispositive Power | ||
| Each | 0 | |||
| Reporting | 8 | Shared Dispositive Power | ||
| Person With | 0 | |||
| 9 |
Aggregate Amount Beneficially Owned By Each Reporting Person
23,391,715 | |||
| 10 | Check If The Aggregate Amount In Row (9) Excludes Certain Shares (See Instructions) | |||
| 11 |
Percent Of Class Represented By Amount In Row 9
23.7% | |||
| 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/A 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 partly 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.
(a) Amount beneficially owned: 23,391,715
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 (“GS Investment”) and (ii) 1,105,220 shares of Class A Common Stock of the Issuer held by Robert Sheft Dynasty Trust (“Dynasty Trust”). Robert Sheft, a director of the Issuer, owns 1% of GS Investment, while the other 99% is owned by the Robert Sheft 2012 Trust (“2012 Trust”) and the Dynasty Trust (together with the 2012 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.
(b) Percent of class: 23.7%
The percentage is calculated using 76,416,565 shares of the Issuer’s Class A common stock outstanding as of October 31, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended September 30, 2020, filed with the SEC on November 9, 2020, 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 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: | 23,391,715 |
| (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 ¨.
| 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
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 9, 2021
| JEFFREY GOLD | |
| /s/ Jeffrey Gold |