Sec Form 4 Filing - Zalik David @ GreenSky, Inc. - 2022-03-29

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

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1. Name and Address of Reporting Person Zalik David 2. Issuer Name and Ticker or Trading Symbol GreenSky, Inc. [ GSKY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO and Chairman of the Board (Last) (First) (Middle) 5565 GLENRIDGE CONNECTOR, SUITE 700 3. Date of Earliest Transaction (MM/DD/YY) 03/29/2022 (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 03/29/2022 D 1,105,220 D 0 D Class B common stock 01/04/2022 G V 4,678,035 D $ 0 39,682,228( 2 ) I Founders Technology Investors, LLC Class B common stock 03/29/2022 D 39,682,228 D 0 I Founders Technology Investors, LLC Class B common stock 01/04/2022 G V 5,235,817 D $ 0 8,161,582 I Financial Technology Investors, LLC Class B common stock 03/29/2022 D 8,161,582 D 0 I Financial Technology Investors, LLC

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 Underl ying 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 ( 4 ) 01/04/2022 G V 4,678,035 ( 4 ) ( 4 ) Class A common stock 4,678,035( 2 ) $ 0 39,682,228 I Founders Technology Investors, LLC Holdco Units ( 4 ) 03/29/2022 D 39,682,228 ( 3 ) ( 4 ) Class A common stock 39,682,228 ( 3 ) 0 I Founders Technology Investors, LLC Holdco Units ( 4 ) 01/04/2022 G V 5,235,817 ( 4 ) ( 4 ) Class A common stock 5,235,817 $ 0 8,161,582 I Financial Technology Investors, LLC Holdco Units ( 4 ) 03/29/2022 D 8,161,582 ( 3 ) ( 4 ) Class A common stock 8,161,582 ( 3 ) 0 I Financial Technology Investors, LLC

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Zalik David 5565 GLENRIDGE CONNECTOR, SUITE 700 ATLANTA, GA30342 X X CEO and Chairman of the Board Signatures /s/ Steven E. Fox, as attorney-in-fact 12/03/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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 ("GreenSky Holdings"), 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. ( 2 )The 9/13/2021 disposition reported on Form 5 filed with the Securities and Exchange Commission on February 14, 2022 was for 6,629,981 units of GreenSky Holdings ("Holdco Units") and shares of Class B common stock, rather than the 6,635,735 Holdco Units and shares of Class B common stock reported on that Form 5. The amounts shown in this Form 4 have been corrected. ( 3 )Pursuant to the Merger Agreement, each Holdco Unit was converted into a right to receive the Merger Consideration, with cash paid in lieu of fractional shares. In connection with the Merger Agreement and pursuant to the Issuer's charter, the Class B common stock was automatically deemed transferred to the Issuer at the Effective Time and no consideration was delivered in exchange therefor. ( 4 )Pursuant to the Exchange Agreement, dated May 23, 2018, by and among the Issuer, GreenSky Holdings and the members of GreenSky 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.

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