Katzman Steven B. 4
4 · SmileDirectClub, Inc. · Filed Sep 17, 2019
Insider Transaction Report
Form 4
Katzman Steven B.
DirectorCOO and Director10% Owner
Transactions
- Award
SDC Financial Common Units
2019-09-13+69,714→ 69,714 total→ Class A Common Stock (69,714 underlying) - Award
SDC Financial Common Units
2019-09-13+4,132,139→ 4,201,853 total→ Class A Common Stock (4,132,139 underlying) - Award
SDC Financial Common Units
2019-09-13+2,754,759→ 2,754,759 total→ Class A Common Stock (2,754,759 underlying) - Disposition to Issuer
SDC Financial Common Units
2019-09-16$21.85/sh−663,584$14,499,310→ 3,538,269 total→ Class A Common Stock (663,584 underlying) - Award
Restricted Stock Units
2019-09-16+43,478→ 43,478 totalExp: 2029-09-16→ Class A Common Stock (43,478 underlying) - Award
Options
2019-09-16+130,434→ 130,434 totalExercise: $23.00Exp: 2029-09-16→ Class A Common Stock (130,434 underlying)
Footnotes (8)
- [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, vested profits interests in SDC Financial previously awarded to the reporting person were replaced by Common Units and corresponding shares of Class B common stock.
- [F5]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.
- [F6]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.
- [F7]Each Restricted Stock Unit represents a contingent right to receive one share of the Issuer's Class A common stock.
- [F8]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.