0001209191-19-049975.txt : 20190917
0001209191-19-049975.hdr.sgml : 20190917
20190917210747
ACCESSION NUMBER: 0001209191-19-049975
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20190913
FILED AS OF DATE: 20190917
DATE AS OF CHANGE: 20190917
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Rammelt Susan Greenspon
CENTRAL INDEX KEY: 0001785238
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39037
FILM NUMBER: 191098249
MAIL ADDRESS:
STREET 1: C/O SMILEDIRECTCLUB, INC.
STREET 2: 414 UNION STREET
CITY: NASHVILLE
STATE: TN
ZIP: 37219
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: SmileDirectClub, Inc.
CENTRAL INDEX KEY: 0001775625
STANDARD INDUSTRIAL CLASSIFICATION: DENTAL EQUIPMENT & SUPPLIES [3843]
IRS NUMBER: 834505317
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 414 UNION STREET
CITY: NASHVILLE
STATE: TN
ZIP: 37219
BUSINESS PHONE: 8008487566
MAIL ADDRESS:
STREET 1: 414 UNION STREET
CITY: NASHVILLE
STATE: TN
ZIP: 37219
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2019-09-13
0
0001775625
SmileDirectClub, Inc.
SDC
0001785238
Rammelt Susan Greenspon
C/O SMILEDIRECTCLUB, INC.
414 UNION STREET
NASHVILLE
TN
37219
1
1
0
0
General Counsel, Sec. and Dir.
Class A Common Stock
2019-09-13
4
P
0
4100
18.5115
A
4100
I
By spouse
SDC Financial Common Units
2019-09-13
4
A
0
185032
A
Class A Common Stock
185032
185032
D
SDC Financial Common Units
2019-09-13
4
A
0
123355
A
Class A Common Stock
123355
123355
D
SDC Financial Common Units
2019-09-16
4
D
0
29964
21.85
D
Class A Common Stock
29964
155088
D
Restricted Stock Units
2019-09-16
4
A
0
32608
0.00
A
2029-09-16
Class A Common Stock
32608
32608
D
Options
23.00
2019-09-16
4
A
0
97826
0.00
A
2029-09-16
Class A Common Stock
97826
97826
D
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.
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.
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 on September 16, 2022, provided that the reporting person continues to provide services to the Issuer and SDC Financial.
/s/ Susan Greenspon Rammelt
2019-09-17