Footnotes
ID | footnote |
f1 |
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. |
f2 |
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. |
f3 |
these units can be exchanged at any time as described in footnote 1. |
f4 |
in the reorganization, unvested profits interests in sdc financial previously awarded to the reporting person were replaced by unvested common units and corresponding unvested shares of class b common stock. these common units and shares of class b common stock will vest in equal monthly installments over 24 months following september 16, 2019, provided that the reporting person continues to provide services to the issuer and sdc financial. |
f5 |
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. |
f6 |
each restricted stock unit represents a contingent right to receive one share of the issuer's class a common stock. |
f7 |
these restricted stock units and options will vest on september 16, 2022, provided that the reporting person continues to provide services to the issuer and sdc financial. |