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Filing Details

Accession Number:: 0001209191-19-049971
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2019-09-17 21:06:19
Reporting Period:: 2019-09-13

Accepted Time:: 2019-09-17 21:06:19
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1775625	Smiledirectclub Inc.	SDC	()	MI

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1216061	B David Katzman	C/O Smiledirectclub, Inc. 414 Union Street Nashville TN 37219	Ceo And Chairman	Yes	Yes	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Acquisiton	2019-09-16	37,000	$18.50	37,000	No	4	P	Indirect	By spouse

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	By spouse

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	SDC Financial Common Units	Acquisiton	2019-09-13	218,338	$0.00	218,338	$0.00
Class A Common Stock	SDC Financial Common Units	Acquisiton	2019-09-13	95,842,891	$0.00	95,842,891	$0.00
Class A Common Stock	SDC Financial Common Units	Acquisiton	2019-09-13	679,712	$0.00	679,712	$0.00
Class A Common Stock	SDC Financial Common Units	Disposition	2019-09-16	16,927	$21.85	16,927	$0.00
Class A Common Stock	SDC Financial Common Units	Disposition	2019-09-16	8,981,880	$21.85	8,981,880	$0.00
Class A Common Stock	SDC Financial Common Units	Disposition	2019-09-16	63,698	$21.85	63,698	$0.00
Class A Common Stock	Restricted Stock Units	Acquisiton	2019-09-16	108,695	$0.00	108,695	$0.00
Class A Common Stock	Options	Acquisiton	2019-09-16	326,086	$0.00	326,086	$23.00

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
218,338		No	4	A	Indirect
95,842,891		No	4	A	Indirect
679,712		No	4	A	Indirect
201,411		No	4	D	Indirect
86,861,011		No	4	D	Indirect
616,014		No	4	D	Indirect
108,695	2029-09-16	No	4	A	Direct
326,086	2029-09-16	No	4	A	Direct

Footnotes

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.
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.
These units can be exchanged at any time as described in footnote 1.
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.
Each Restricted Stock Unit represents a contingent right to receive one share of the Issuer's Class A common stock.
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.