Rammelt Susan Greenspon 4
4 · SmileDirectClub, Inc. · Filed Sep 17, 2019
Insider Transaction Report
Form 4
Rammelt Susan Greenspon
DirectorGeneral Counsel, Sec. and Dir.
Transactions
- Purchase
Class A Common Stock
2019-09-13$18.51/sh+4,100$75,897→ 4,100 total(indirect: By Spouse) - Award
SDC Financial Common Units
2019-09-13+185,032→ 185,032 total→ Class A Common Stock (185,032 underlying) - Award
SDC Financial Common Units
2019-09-13+123,355→ 123,355 total→ Class A Common Stock (123,355 underlying) - Disposition to Issuer
SDC Financial Common Units
2019-09-16$21.85/sh−29,964$654,713→ 155,088 total→ Class A Common Stock (29,964 underlying) - Award
Restricted Stock Units
2019-09-16+32,608→ 32,608 totalExp: 2029-09-16→ Class A Common Stock (32,608 underlying) - Award
Options
2019-09-16+97,826→ 97,826 totalExercise: $23.00Exp: 2029-09-16→ Class A Common Stock (97,826 underlying)
Footnotes (7)
- [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.