EXPLANATORY NOTE/DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 (this Post-Effective Amendment) relates to the following Registration Statement on
Form S-8 (the Registration Statement) filed by GreenSky, Inc., a Delaware corporation (the Registrant), with the Securities and Exchange Commission (the
SEC):
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Registration Statement on Form S-8 (No.
333-228325), filed with the SEC on November 9, 2018, which registered the offering of an aggregate of 39,416,933 shares of common stock of the Registrant, consisting of (i) 24,000,000 shares of
Class A common stock, par value $0.01 per share, of the Registrant issuable pursuant to the GreenSky, Inc. 2018 Omnibus Incentive Compensation Plan and (ii) 15,416,933 shares of Class A common stock, par value $0.01 per share, of the
Registrant issuable pursuant to the GreenSky Holdings, LLC Equity Incentive Plan. |
On March 29, 2022, pursuant to and in
accordance with the Agreement and Plan of Merger, dated as of September 14, 2021 (as amended or otherwise modified from time to time, including by the Joinder Agreements, dated as of November 5, 2021, the Merger
Agreement), by and among The Goldman Sachs Group, Inc., a Delaware corporation, Goldman Sachs Bank USA, a bank organized under the laws of the State of New York (GS Bank), Glacier Merger Sub 1, LLC, a Delaware limited
liability company and wholly owned subsidiary of GS Bank (Merger Sub 1), Glacier Merger Sub 2, LLC, a Georgia limited liability company and wholly owned subsidiary of GS Bank (Merger Sub 2), the Registrant and
GreenSky Holdings, LLC, a Georgia limited liability company and subsidiary of the Registrant (GreenSky Holdings), (i) the Registrant merged with and into Merger Sub 1 (the Company Merger), with Merger Sub 1
surviving the Company Merger as a wholly owned subsidiary of GS Bank (such surviving entity, Surviving LLC 1), and (ii) Merger Sub 2 merged with and into GreenSky Holdings (the Holdings Merger and, together
with the Company Merger, the Mergers), with GreenSky Holdings surviving the Holdings Merger as a subsidiary of GS Bank and Surviving LLC 1 (such surviving entity, Surviving LLC 2). The Holdings Merger occurred
immediately prior to the Company Merger. Following the consummation of the Mergers, Surviving LLC 1 merged with and into Surviving LLC 2, with Surviving LLC 2 continuing as the surviving entity and as a wholly owned subsidiary of GS Bank.
As a result of the Mergers, the Registrant has terminated all offerings of securities pursuant to the Registration Statement. Accordingly, the
Registrant, by filing this Post-Effective Amendment, hereby terminates the effectiveness of the Registration Statement and, in accordance with undertakings made by the Registrant in the Registration Statement to remove from registration by means of
a post-effective amendment any of the securities that had been registered but remained unsold at the termination of the offering, removes from registration any and all securities of the Registrant registered but unsold under the Registration
Statement as of the date hereof.