4//SEC Filing
Rammelt Susan Greenspon 4
Accession 0001209191-19-049975
CIK 0001775625other
Filed
Sep 16, 8:00 PM ET
Accepted
Sep 17, 9:07 PM ET
Size
18.5 KB
Accession
0001209191-19-049975
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.
Documents
Issuer
SmileDirectClub, Inc.
CIK 0001775625
Entity typeother
Related Parties
1- filerCIK 0001785238
Filing Metadata
- Form type
- 4
- Filed
- Sep 16, 8:00 PM ET
- Accepted
- Sep 17, 9:07 PM ET
- Size
- 18.5 KB