Accession Number: | 0001775625-21-000017 |
Date: | 2021-01-27 |
Issuer: | SMILEDIRECTCLUB, INC. (SDC) |
Original Submission Date: |
RAMMELT SUSAN GREENSPON
C/O SMILEDIRECTCLUB, INC.
414 UNION STREET
NASHVILLE, TN 37219
Title of Security | Transaction Date | 2a. Deemed Execution Date | Transaction Code | Shares | Acquired or Disposed | Price per share | 5. Amount of Securities Beneficially Owned Following Reported Transaction | 6. Ownership Form Direct or Indirect | Nature of Indirect Ownership |
---|---|---|---|---|---|---|---|---|---|
CLASS A COMMON STOCK | 2021-01-27 | C | 75,000 | a | $0.00 | 353,473 | direct | ||
CLASS A COMMON STOCK | 2021-01-27 | S | 75,000 | d | $15.00 | 278,473 | direct |
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 Exercisable | Expiration 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 | 2021-01-27 | deemed execution date | C | 75,000 (d) | class a common stock 75,000 | $0.00 | 203,443 | direct |
ID | footnote |
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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 membership interests ("common units") 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 | the transaction reported is the exchange of the common units for shares of class a common stock. |
f3 | the transactions reported in this form 4 were effected pursuant to rule 10b5-1 trading plan adopted by the reporting person on may 28, 2020. |
f4 | these units can be exchanged at any time as described in footnote 1. |
f5 | represents both vested and unvested common units and corresponding shares of class b common stock. the unvested portion vests in equal monthly installments through september 2021. |