Rammelt Susan Greenspon 4
4 · SmileDirectClub, Inc. · Filed Jan 29, 2021
Insider Transaction Report
Form 4
Rammelt Susan Greenspon
DirectorGeneral Counsel, Sec. and Dir.
Transactions
- Conversion
Class A Common Stock
2021-01-27+75,000→ 353,473 total - Conversion
SDC Financial Common Units
2021-01-27−75,000→ 203,443 total→ Class A Common Stock (75,000 underlying) - Sale
Class A Common Stock
2021-01-27$15.00/sh−75,000$1,125,000→ 278,473 total
Footnotes (5)
- [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 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'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]The transaction reported is the exchange of the Common Units for shares of Class A common stock.
- [F3]The transactions reported in this Form 4 were effected pursuant to rule 10b5-1 trading plan adopted by the reporting person on May 28, 2020.
- [F4]These units can be exchanged at any time as described in footnote 1.
- [F5]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.