Sec Form 4 Filing - Kaliban Timothy Daniel @ GreenSky, Inc. - 2019-08-08

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

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1. Name and Address of Reporting Person Kaliban Timothy Daniel 2. Issuer Name and Ticker or Trading Symbol GreenSky, Inc. [ GSKY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President, Chief Risk Officer (Last) (First) (Middle) 5565 GLENRIDGE CONNECTOR, SUITE 700 3. Date of Earliest Transaction (MM/DD/YY) 08/08/2019 (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 A common stock 08/08/2019 M( 1 ) 2,400,000 A $ 0.24 2,553,805 D Class A common stock 08/08/2019 F( 1 ) 1,105,678 D $ 7.6 ( 2 ) 1,448,127 D Class B common stock 956,982.67 ( 3 ) D Class B common stock 116,547.33 ( 3 ) I By Kaliban 2014, LLC ( 4 )

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 Stock Option (right to buy) $ 0.24 08/08/2019 M( 1 ) 2,400,000 ( 5 ) 02/01/2022 Class A common stock 2,400,000 $ 0 ( 5 ) 0 D Holdco Units ( 6 ) ( 6 ) ( 6 ) Class A common stock 956,982.67 956,982.67 D Holdco Units ( 6 ) ( 6 ) ( 6 ) Class A common stock 116,547.33 116,547.33 I By Kaliban 2014, LLC ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Kaliban Timothy Daniel 5565 GLENRIDGE CONNECTOR, SUITE 700 ATLANTA, GA30342 President, Chief Risk Officer Signatures /s/ Robert Partlow, as attorney-in-fact 08/12/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On August 8, 2019, the Reporting Person exercised an outstanding option to purchase 2,400,000 shares of Class A common stock. The option is subject to a cap of $7.60 per share (i.e., the maximum value that could be received upon exercise of the option is $7.60 per share). The Reporting Person received 1,294,322 shares of Class A common stock on "net exercise" of the option, and the Company withheld 1,105,678 shares of Class A common stock underlying the option for payment of the exercise price and tax withholdings (based on the closing price of $7.60 per share on the date the stock option was exercised). ( 2 )The price reported in Column 4 reflects the closing price on the date the stock option was exercised. ( 3 )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. ( 4 )Mr. Kaliban is the sole manager of Kaliban 2014, LLC. ( 5 )In the the reorganization of GreenSky Holdings, LLC ("GS Holdings") and the creation of the Issuer as a public holding company for GS Holdings (the "Reorganization"), capped options were equitably adjusted so that they would be exercisable for Class A common stock of the Issuer. Options awarded to the Reporting Person on February 1, 2012 represent the right to purchase 2,400,000 shares of Class A common stock with an exercise price of $0.243 per unit and a cap of $7.60 per unit. The options are fully vested and exercisable. ( 6 )Pursuant to the Exchange Agreement, dated May 23, 2018, by and among the Issuer, 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).

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