4//SEC Filing
Katzman Steven B. 4
Accession 0001775625-21-000018
CIK 0001775625other
Filed
Jan 28, 7:00 PM ET
Accepted
Jan 29, 5:28 PM ET
Size
15.9 KB
Accession
0001775625-21-000018
Insider Transaction Report
Form 4
Katzman Steven B.
DirectorCOO and Director10% Owner
Transactions
- Conversion
Class A Common Stock
2021-01-27+400,000→ 924,438 total - Conversion
SDC Financial Common Units
2021-01-27−400,000→ 5,893,028 total→ Class A Common Stock (400,000 underlying) - Sale
Class A Common Stock
2021-01-27$15.64/sh−400,000$6,256,000→ 524,438 total - Sale
Class A Common Stock
2021-01-28$16.01/sh−12,000$192,120→ 524,438 total - Conversion
SDC Financial Common Units
2021-01-28−12,000→ 5,881,028 total→ Class A Common Stock (12,000 underlying) - Conversion
Class A Common Stock
2021-01-28+12,000→ 536,438 total
Footnotes (7)
- [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 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.
- [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 June 12, 2020.
- [F4]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.
- [F5]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.
- [F6]These units can be exchanged at any time as described in footnote 1.
- [F7]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.
Documents
Issuer
SmileDirectClub, Inc.
CIK 0001775625
Entity typeother
Related Parties
1- filerCIK 0001785416
Filing Metadata
- Form type
- 4
- Filed
- Jan 28, 7:00 PM ET
- Accepted
- Jan 29, 5:28 PM ET
- Size
- 15.9 KB