4//SEC Filing
Rammelt Susan Greenspon 4
Accession 0001775625-23-000041
CIK 0001775625other
Filed
Mar 30, 8:00 PM ET
Accepted
Mar 31, 7:51 PM ET
Size
10.1 KB
Accession
0001775625-23-000041
Insider Transaction Report
Form 4
Rammelt Susan Greenspon
DirectorGeneral Counsel, Sec. and Dir.
Transactions
- Sale
Class A Common Stock
2023-03-29$0.38/sh−350,000$133,175→ 2,798,818 total - Conversion
SDC Financial Common Units
2023-03-29−200,000→ 3,423 total→ Class A Common Stock (200,000 underlying) - Conversion
Class A Common Stock
2023-03-29+200,000→ 3,148,818 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 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]The transaction reported is the exchange of the Common Units for shares of Class A common stock.
- [F3]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.375 to $0.391, inclusive. 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 this Footnote 3 to Form 4.
- [F4]These units can be exchanged at any time as described in Footnote 1.
- [F5]Represents vested Common Units and corresponding shares of Class B common stock.
Documents
Issuer
SmileDirectClub, Inc.
CIK 0001775625
Entity typeother
Related Parties
1- filerCIK 0001785238
Filing Metadata
- Form type
- 4
- Filed
- Mar 30, 8:00 PM ET
- Accepted
- Mar 31, 7:51 PM ET
- Size
- 10.1 KB