Form Type: 4

SEC EDGAR Link
Accession Number:0001209191-19-049975
Date:2019-09-13
Issuer: SMILEDIRECTCLUB, INC. (SDC)
Original Submission Date:

Reporting Person:

RAMMELT SUSAN GREENSPON
C/O SMILEDIRECTCLUB, INC.
414 UNION STREET NASHVILLE, TN 37219

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
CLASS A COMMON STOCK 2019-09-13 P 4,100 a $18.51 4,100 indirect
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
SDC FINANCIAL COMMON UNITS 0.0 2019-09-13 deemed execution date A 185,032 (a) class a common stock 185,032 $0.00 185,032 direct
SDC FINANCIAL COMMON UNITS 0.0 2019-09-13 deemed execution date A 123,355 (a) class a common stock 123,355 $0.00 123,355 direct
SDC FINANCIAL COMMON UNITS 0.0 2019-09-16 deemed execution date D 29,964 (d) class a common stock 29,964 $0.00 155,088 direct
RESTRICTED STOCK UNITS 0.0 2019-09-16 deemed execution date A 32,608 (a) 2029-09-16 class a common stock 32,608 $0.00 32,608 direct
OPTIONS 23.0 2019-09-16 deemed execution date A 97,826 (a) 2029-09-16 class a common stock 97,826 $23.00 97,826 direct
Footnotes
IDfootnote
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.
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