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SEC Filings

S-8
GREENSKY, INC. filed this Form S-8 on 11/09/2018
Entire Document
 

 

As filed with the United States Securities and Exchange Commission on November 9, 2018

Registration No. 333-                 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM S-8

 

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

 


 

GREENSKY, INC.

(Exact Name of Registrant as Specified in its Charter)

 

Delaware

 

82-2135346 

(State or other jurisdiction of
incorporation or organization)

 

(I.R.S. Employer
Identification No.)

 

5565 Glenridge Connector, Suite 700

 

 

Atlanta, Georgia

 

30342

(Address of principal executive offices)

 

(Zip Code)

 

GREENSKY, INC. 2018 OMNIBUS INCENTIVE COMPENSATION PLAN

GREENSKY HOLDINGS, LLC EQUITY INCENTIVE PLAN

(Full title of the plans)

 


 

Steven E. Fox

Executive Vice President and Chief Legal Officer
5565 Glenridge Connector, Suite 700

Atlanta, Georgia 30342

(Name, and address of agent for service)

 

(678) 264-6105

(Telephone number, including area code, for agent for service)

 


 

Copies to:

Brinkley Dickerson

Paul Davis Fancher

Troutman Sanders LLP

600 Peachtree Street NE, Suite 3000

Atlanta, Georgia 30308

(404) 885-3822

 

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer o
Accelerated filer
o
Non-accelerated filer
x

 

Smaller reporting company o
Emerging growth company
x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.   x

 

CALCULATION OF REGISTRATION FEE

 

 

 

 

 

 

 

 

 

 

Title of Each Class of Securities to be
Registered

 

Amount to be
Registered(1)(2)

 

Proposed Maximum
Offering Price Per
Share

 

Proposed Maximum
Aggregate Offering
Price

 

Amount of
Registration Fee

 

Class A Common Stock, par value $0.01 per share

 

24,000,000

(3)

$

9.20

(4)

$

220,800,000

(4)

$

26,761

 

Class A Common Stock, par value $0.01 per share

 

15,416,933

(5)

$

5.34

(6)

$

82,326,423

(6)

$

9,978

 

Total

 

39,416,933

 

 

 

$

303,126,423

 

$

36,739

 

 

(1) Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also shall cover any additional shares of the Registrant’s Class A Common Stock, par value $0.01 per share (“Class A Common Stock”) that may from time to time be offered or issued under the GreenSky, Inc. 2018 Omnibus Incentive Compensation Plan (the “2018 Incentive Compensation Plan”) or the GreenSky Holdings, LLC Equity Incentive Plan (the “Equity Incentive Plan”), as the case may be, by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of Class A Common Stock.

(2) Pursuant to Rule 416(c) promulgated under the Securities Act, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the 2018 Incentive Compensation Plan and the Equity Incentive Plan.

(3) Represents shares of Class A Common Stock available for issuance under the 2018 Incentive Compensation Plan.

(4) Pursuant to Rule 457(h)(1) promulgated under the Securities Act, the offering price is estimated solely for the purpose of calculating the registration fee on the basis of the average of the high and low prices of the Class A Common Stock as reported on the NASDAQ Global Select Market on November 8, 2018.

(5) Represents shares of Class A Common Stock reserved for issuance pursuant to outstanding equity awards under the Equity Incentive Plan.

(6) Pursuant to Rule 457(h)(1) promulgated under the Securities Act, the offering price is estimated solely for the purpose of calculating the registration fee on the basis of (i) $2.85 per share, the weighted-average exercise price of the 9,393,112 shares of Class A Common Stock subject to stock option awards outstanding under the Equity Incentive Plan as of the date of this Registration Statement; (ii) the average of the high and low prices of the Class A Common Stock as reported on the NASDAQ Global Select Market on November 8, 2018 for 383,232 shares of Class A Common Stock issuable upon the vesting of restricted stock outstanding under the Equity Incentive Plan as of the date of this Registration Statement; and (iii) the average of the high and low prices of the Class A Common Stock as reported on the NASDAQ Global Select Market on November 8, 2018 for 5,640,589 shares of Class A Common Stock issuable upon the exchange of common membership interests of GreenSky Holdings, LLC outstanding under the Equity Incentive Plan as of the date of this Registration Statement.