Filing Details
- Accession Number:
- 0001775625-21-000018
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2021-01-29 17:28:28
- Reporting Period:
- 2021-01-27
- Accepted Time:
- 2021-01-29 17:28:28
- SEC Url:
- Form 4 Filing
Issuer
| Cik | Name | Symbol | Sector (SIC) | IRS No |
|---|---|---|---|---|
| 1775625 | Smiledirectclub Inc. | SDC | Dental Equipment & Supplies (3843) | 834505317 |
Insiders
| Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
|---|---|---|---|---|---|---|---|
| 1785416 | B. Steven Katzman | C/O Smiledirectclub, Inc. 414 Union Street Nashville TN 37219 | Chief Operating Officer | Yes | Yes | Yes | No |
Reported Non-Derivative Transactions
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Class A Common Stock | Acquisiton | 2021-01-27 | 400,000 | $0.00 | 924,438 | No | 4 | C | Direct | |
| Class A Common Stock | Disposition | 2021-01-27 | 400,000 | $15.64 | 524,438 | No | 4 | S | Direct | |
| Class A Common Stock | Acquisiton | 2021-01-28 | 12,000 | $0.00 | 536,438 | No | 4 | C | Direct | |
| Class A Common Stock | Disposition | 2021-01-28 | 12,000 | $16.01 | 524,438 | No | 4 | S | Direct |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | C | Direct | |
| No | 4 | S | Direct | |
| No | 4 | C | Direct | |
| No | 4 | S | Direct |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Class A Common Stock | SDC Financial Common Units | Disposition | 2021-01-27 | 400,000 | $0.00 | 400,000 | $0.00 |
| Class A Common Stock | SDC Financial Common Units | Disposition | 2021-01-28 | 12,000 | $0.00 | 12,000 | $0.00 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 5,893,028 | No | 4 | C | Direct | ||
| 5,881,028 | No | 4 | C | 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 the reporting person's 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 ("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.
- The transaction reported is the exchange of the Common Units for shares of Class A common stock.
- The transactions reported in this Form 4 were effected pursuant to rule 10b5-1 trading plan adopted by the reporting person on June 12, 2020.
- The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.50 to $15.86. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in the footnote 3 to Form 4.
- The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $16.00 to $16.055. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in the footnote 3 to Form 4.
- These units can be exchanged at any time as described in footnote 1.
- 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.
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