Filing Details

Accession Number:
0001209191-19-049971
Form Type:
4
Zero Holdings:
No
Publication Time:
2019-09-17 21:06:19
Reporting Period:
2019-09-13
Accepted Time:
2019-09-17 21:06:19
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1775625 Smiledirectclub Inc. SDC () MI
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1216061 B David Katzman C/O Smiledirectclub, Inc.
414 Union Street
Nashville TN 37219
Ceo And Chairman Yes Yes Yes No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Class A Common Stock Acquisiton 2019-09-16 37,000 $18.50 37,000 No 4 P Indirect By spouse
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 P Indirect By spouse
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Class A Common Stock SDC Financial Common Units Acquisiton 2019-09-13 218,338 $0.00 218,338 $0.00
Class A Common Stock SDC Financial Common Units Acquisiton 2019-09-13 95,842,891 $0.00 95,842,891 $0.00
Class A Common Stock SDC Financial Common Units Acquisiton 2019-09-13 679,712 $0.00 679,712 $0.00
Class A Common Stock SDC Financial Common Units Disposition 2019-09-16 16,927 $21.85 16,927 $0.00
Class A Common Stock SDC Financial Common Units Disposition 2019-09-16 8,981,880 $21.85 8,981,880 $0.00
Class A Common Stock SDC Financial Common Units Disposition 2019-09-16 63,698 $21.85 63,698 $0.00
Class A Common Stock Restricted Stock Units Acquisiton 2019-09-16 108,695 $0.00 108,695 $0.00
Class A Common Stock Options Acquisiton 2019-09-16 326,086 $0.00 326,086 $23.00
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
218,338 No 4 A Indirect
95,842,891 No 4 A Indirect
679,712 No 4 A Indirect
201,411 No 4 D Indirect
86,861,011 No 4 D Indirect
616,014 No 4 D Indirect
108,695 2029-09-16 No 4 A Direct
326,086 2029-09-16 No 4 A Direct
Footnotes
  1. Pursuant to the terms of the Seventh Amended and Restated Limited Liability Company Agreement of SDC Financial, LLC, a Delaware limited liability company ("SDC Financial"), the reporting person may exchange all or a portion of its Common Units (as defined below) in SDC Financial (with automatic cancellation of an equal number of shares of non-economic Class B common stock of the Issuer's ("Class B common stock") for shares of Class A common stock of the Issuer's ("Class A common stock") on a one-for-one basis, subject to customary adjustments, or, at the option of the disinterested members of the board of directors of the Issuer, cash (based on the then-market value of the shares of Class A common stock). The Class B common stock initially entitles holders to ten votes per share and will vote as a single class with the Class A common stock, but has no economic rights, and is subject to forfeiture upon exchange of the reporting person's Common Units.
  2. In the reorganization of SDC Financial and the creation of the Issuer as a public holding company for SDC Financial (the "Reorganization"), all previous membership interests in SDC Financial were replaced by a single class of common membership interests in SDC Financial ("Common Units"), and shares of Class B common stock of the Issuer were issued for no consideration to the reporting person in a number equal to the number of Common Units issued.
  3. These units can be exchanged at any time as described in footnote 1.
  4. On September 16, 2019, in connection with the closing of the Issuer's initial public offering, the Issuer redeemed these Common Units and shares of Class B common stock at a redemption price of $21.85 per Common Unit and corresponding share of Class B common stock.
  5. Each Restricted Stock Unit represents a contingent right to receive one share of the Issuer's Class A common stock.
  6. These Restricted Stock Units and Options will vest in equal annual installments over three years from September 16, 2019, provided that the reporting person continues to provide services to the Issuer and SDC Financial.