Sec Form 13G Filing - Sheft Robert filing for GreenSky Inc. (GSKY) - 2020-02-06

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

1

Name of Reporting Persons
Robert Sheft

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
320,788

6

Shared Voting Power
0

7

Sole Dispositive Power
304,852

8

Shared Dispositive Power
22,286,495

9

Aggregate Amount Beneficially Owned by Each Reporting Person
22,607,283

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
25.5%

12

Type Of Reporting Person (See Instructions)
IN

1

Name of Reporting Persons
Hope Gittis Sheft

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
0

6

Shared Voting Power
0

7

Sole Dispositive Power
0

8

Shared Dispositive Power
22,286,495

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
25.1%

12

Type Of Reporting Person (See Instructions)
IN

1

Name of Reporting Persons
Richard Sheft

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
0

6

Shared Voting Power
0

7

Sole Dispositive Power
0

8

Shared Dispositive Power
22,286,495

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
25.1%

12

Type Of Reporting Person (See Instructions)
IN

1

Name of Reporting Persons
RS Management Advisors, LLC

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
Nevada

Number of
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
22,286,495

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
25.1%

12

Type Of Reporting Person (See Instructions)
OO

1

Name of Reporting Persons
GS Investment Holdings, LLC

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
Georgia

Number of
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
22,286,495

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
25.1%

12

Type Of Reporting Person (See Instructions)
OO

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, Georgia 30342

Item 2 (a).

Name of Person Filing:
Robert Sheft, a U.S. citizen.

Hope Gittis Sheft, a U.S. citizen.

Richard Sheft, a U.S. citizen.

RS Management Advisors, LLC, a Nevada limited liability company.

GS Investment Holdings, LLC, a Georgia limited liability company.

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:
The citizenship or place of organization of each of the Reporting Persons is set forth on such Reporting Person’s cover page.

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 Persons’ 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 their ownership of 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 GS Holdings’ option.

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, (ii) in the case of Robert Sheft, 304,852 shares of Class A Common Stock of the Issuer held directly by him and (iii) in the case of Robert Sheft, 15,936 shares of Class A Common Stock underlying a restricted stock award, over which Robert Sheft holds sole voting power and no dispositive power prior to vesting. 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, Hope Gittis Sheft and Richard Sheft have shared dispositive power, and Jeffrey Gold has full, sole and exclusive voting power, with respect to all ownership interests of RS in the Issuer.

The information set forth in Rows 5 through 11 of the cover pages to this Schedule 13G/A is incorporated herein by reference for each Reporting Person.

(b) Percent of class: The percentages set forth in Row 11 of each cover page to the Schedule 13G/A are calculated using 66,412,103 shares of the Issuer’s Class A Common Stock outstanding as of October 31, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended September 30, 2019, filed with the SEC on November 14, 2019, and include 22,286,495 shares of Class A Common Stock issuable upon exchange of Holdco Units. The percentage assumes the conversion of all Class A Units held by GS Investment Holdings, LLC into shares of Class A Common Stock, in accordance with Rule 13d-3 of the Act.

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

Date: February 6, 2020

ROBERT SHEFT

/s/ Robert Sheft

HOPE GITTIS SHEFT

/s/ Hope Gittis Sheft

RICHARD SHEFT

/s/ Richard Sheft

RS MANAGEMENT ADVISORS, LLC

By:

/s/ Richard Sheft

Name:

Richard Sheft

Title:

Member

GS INVESTMENT HOLDINGS, LLC

By:

/s/ Robert Sheft

Name:

Robert Sheft

Title:

Manager