Andrew Kang - Mar 29, 2022 Form 4 Insider Report for GreenSky, Inc. (GSKY)

Role: EVP and CFO
Signature: /s/ Steven Fox, as attorney-in-fact
Stock symbol: GSKY
Transactions as of: Mar 29, 2022
Transactions value $: $0
Form type: 4
Date filed: 3/29/2022, 05:09 PM
Previous filing: Mar 17, 2022
Next filing: May 17, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	GSKY	Class A common stock	Disposed to Issuer		-297K	-100%		0	Mar 29, 2022	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	GSKY	Stock Option (right to buy)	Disposed to Issuer		-34.2K	-100%		0	Mar 29, 2022	Class A common stock	34.2K	$4.11	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Andrew Kang is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Disposed of pursuant to the Agreement and Plan of Merger, dated as of September 14, 2021 (as amended, the "Merger Agreement"), by and among the Issuer, The Goldman Sachs Group, Inc. ("Goldman Sachs"), Goldman Sachs Bank USA ("GS Bank"), Glacier Merger Sub 1, LLC, a wholly owned subsidiary of GS Bank, Glacier Merger Sub 2, LLC, a wholly owned subsidiary of GS Bank, and GreenSky Holdings, LLC, a subsidiary of the Issuer, with each share of Class A common stock being converted into the right to receive 0.03 shares of Goldman Sachs common stock (the "Merger Consideration"), which had a market value of $335.30 per share at the close of trading on March 28, 2022, the last trading day immediately preceding the effective time of the mergers (the "Effective Time"), with cash paid in lieu of fractional shares. The amounts in Table I include 240,885 shares of Class A common stock subject to forfeiture conditions; which fully vested in connection with the merger.
F2	This option, which provided for vesting in four equal installments on September 24, 2021, September 24, 2022, September 24, 2023, and September 24, 2024, was canceled in the merger in exchange for the right to receive a lump-sum cash payment, without interest, equal to the product of (a) the number of shares of Issuer Class A common stock subject to the option immediately prior to the Effective Time and (b) the excess, if any, of (i) the cash value of the Merger Consideration over (ii) the per share exercise price of the option, less applicable withholding taxes.

Content

Disposed of pursuant to the Agreement and Plan of Merger, dated as of September 14, 2021 (as amended, the "Merger Agreement"), by and among the Issuer, The Goldman Sachs Group, Inc. ("Goldman Sachs"), Goldman Sachs Bank USA ("GS Bank"), Glacier Merger Sub 1, LLC, a wholly owned subsidiary of GS Bank, Glacier Merger Sub 2, LLC, a wholly owned subsidiary of GS Bank, and GreenSky Holdings, LLC, a subsidiary of the Issuer, with each share of Class A common stock being converted into the right to receive 0.03 shares of Goldman Sachs common stock (the "Merger Consideration"), which had a market value of $335.30 per share at the close of trading on March 28, 2022, the last trading day immediately preceding the effective time of the mergers (the "Effective Time"), with cash paid in lieu of fractional shares. The amounts in Table I include 240,885 shares of Class A common stock subject to forfeiture conditions; which fully vested in connection with the merger.

This option, which provided for vesting in four equal installments on September 24, 2021, September 24, 2022, September 24, 2023, and September 24, 2024, was canceled in the merger in exchange for the right to receive a lump-sum cash payment, without interest, equal to the product of (a) the number of shares of Issuer Class A common stock subject to the option immediately prior to the Effective Time and (b) the excess, if any, of (i) the cash value of the Merger Consideration over (ii) the per share exercise price of the option, less applicable withholding taxes.