SEC Form 4
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol SmileDirectClub, Inc. [ SDC ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 09/13/2019 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| SDC Financial Common Units | (1) | 09/13/2019 | A(2) | 9,483,388 | (3) | (3) | Class A Common Stock | 9,483,388 | (2) | 9,483,388 | I | By Alexander Fenkell Revocable Trust | |||
| SDC Financial Common Units | (1) | 09/13/2019 | A(2) | 60,084,661 | (3) | (3) | Class A Common Stock | 60,084,661 | (2) | 60,084,661 | I | By Alexander J. Fenkell 2018 Irrevocable Trust | |||
| SDC Financial Common Units | (1) | 09/16/2019 | D(4) | 4,964,334 | (2) | (2) | Class A Common Stock | 4,964,334 | $21.85 | 4,519,054 | I | By Alexander Fenkell Revocable Trust | |||
| SDC Financial Common Units | (1) | 09/16/2019 | D(2) | 1,557,009 | (2) | (2) | Class A Common Stock | 1,557,009 | $21.85 | 58,527,652 | I | By Alexander J. Fenkell 2018 Irrevocable Trust | |||
| Restricted Stock Units | (5) | 09/16/2019 | A | 43,478 | (6) | 09/16/2029 | Class A Common Stock | 43,478 | $0.00 | 43,478 | D | ||||
| Options | $23 | 09/16/2019 | A | 130,434 | (6) | 09/16/2029 | Class A Common Stock | 130,434 | $0.00 | 130,434 | D | ||||
| Explanation of Responses: |
| 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. |
| Remarks: |
| /s/ Alexander Fenkell | 09/17/2019 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||