Sec Form 4 Filing - MORRIS NIGEL W @ GreenSky, Inc. - 2018-05-29

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person MORRIS NIGEL W 2. Issuer Name and Ticker or Trading Symbol GreenSky, Inc. [ GSKY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 5565 GLENRIDGE CONNECTOR, SUITE 700 3. Date of Earliest Transaction (MM/DD/YY) 05/29/2018 (Street) ATLANTA, GA30342 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class B common stock 05/29/2018 S 261,940.31 ( 1 ) D $ 0 ( 1 ) 695,035.71 ( 2 ) I By QED Fund II, LP ( 3 ) Class B common stock 05/29/2018 S 340,318.02 ( 1 ) D $ 0 ( 1 ) 316,653.41 ( 2 ) ( 4 ) I By QED Fund II, LP ( 3 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Holdco Units ( 5 ) 05/29/2018 S 261,940.31 ( 1 ) ( 5 ) ( 5 ) Class A common stock 261,940.31 $ 21.85 695,035.71 I By QED Fund II, LP ( 3 ) Holdco Units ( 4 ) ( 5 ) 05/29/2018 S 340,318.02 ( 1 ) ( 4 )( 5 ) ( 4 )( 5 ) Class A common stock 340,318.02 $ 21.85 316,653.41 I By QED Fund II, LP ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MORRIS NIGEL W 5565 GLENRIDGE CONNECTOR, SUITE 700 ATLANTA, GA30342 X Signatures /s/ Robert Partlow, as attorney-in-fact 05/31/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents Holdco Units purchased by the Issuer in connection with its initial public offering, and shares of Class B common stock automatically cancelled upon such purchase. ( 2 )The Class B common stock entitles holders to ten votes per share, votes as a single class with the Class A common stock, has no economic rights and is subject to forfeiture upon exchange of the Reporting Person's Holdco Units as described below. ( 3 )QED Fund II, LP is managed by QED Partners II, LLC, of which Mr. Morris is the managing partner. ( 4 )These Holdco Units, and corresponding shares of Class B common stock, vest at the rate of 20% per year and are subject to a remaining vesting date of January 1, 2019, provided that Mr. Morris remains a director through that date. ( 5 )Pursuant to the Exchange Agreement, dated May 23, 2018, by and among the Issuer, GreenSky Holdings, LLC ("GS Holdings") and the members of GS Holdings, the Holdco Units may be exchanged by the Reporting Person (with automatic cancellation of an equal number of shares of Class B common stock) for shares of Class A common stock on a one-for-one basis, subject to customary adjustments for stock splits, stock dividends, reclassifications and other similar transactions, stock repurchases and other reinvestments of excess cash, or for cash (based on the market price of the shares of Class A common stock), at the Issuer's option.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.