Amended Statement of Ownership (sc 13g/a)
February 16 2021 - 11:44AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. 1)*
SmileDirectClub, Inc.
(Name of
Issuer)
Class A Common Stock
(Title of
Class of Securities)
83192H106
(CUSIP Number)
December 31, 2020
(Date of
Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant
to which this Schedule is filed:
*The remainder of this cover page shall be filled out for
a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
(Continued on following pages)
Exhibit Index Contained on Page 7
CUSIP NO. 83192H106
|
13G
|
Page
2 of 8
|
1
|
NAME OF REPORTING PERSONS
|
KPCB Digital Growth Fund III, LLC (“KPCB DGF”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0 shares
|
6
|
SHARED VOTING POWER
See response to row 5.
|
7
|
SOLE DISPOSITIVE POWER
0 shares.
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
|
0
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
0.0%
|
12
|
TYPE OF REPORTING PERSON
|
OO
|
CUSIP NO. 83192H106
|
13G
|
Page
3 of 8
|
1
|
NAME OF REPORTING PERSONS
|
KPCB Digital Growth Founders Fund III, LLC (“KPCB DGF Founders”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0 shares
|
6
|
SHARED VOTING POWER
See response to row 5.
|
7
|
SOLE DISPOSITIVE POWER
0 shares.
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
|
0
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
0.0%
|
12
|
TYPE OF REPORTING PERSON
|
OO
|
CUSIP NO. 83192H106
|
13G
|
Page
4 of 8
|
1
|
NAME OF REPORTING PERSONS
|
KPCB DGF III Associates, LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0 shares
|
6
|
SHARED VOTING POWER
See response to row 5.
|
7
|
SOLE DISPOSITIVE POWER
0 shares.
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
|
0
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
0.0%
|
12
|
TYPE OF REPORTING PERSON
|
OO
|
CUSIP NO. 83192H106
|
13G
|
Page
5 of 8
|
This Amendment No. 1 amends the Statement
on Schedule 13G previously filed by KPCB Digital Growth Fund III, LLC, a Delaware limited liability company, KPCB Digital Growth
Founders Fund III, LLC, a Delaware limited liability company, and KPCB DGF III Associates, LLC, a Delaware limited liability company.
The foregoing entities are collectively referred to as the “Reporting Persons.” Only those items as to which there
has been a change are included in this Amendment No. 1.
The following information with respect to the ownership
of the ordinary shares of the Issuer by the persons filing this Statement is provided as of December 31, 2020:
|
(a)
|
Amount beneficially owned:
|
See Row 9 of cover page for
each Reporting Person.
See Row 11 of cover page for
each Reporting Person.
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
Sole power to vote or to direct the vote:
|
See Row 5 of cover page for
each Reporting Person.
|
(ii)
|
Shared power to vote or to direct the vote:
|
See Row 6 of cover page for
each Reporting Person.
|
(iii)
|
Sole power to dispose or to direct the disposition of:
|
See Row 7 of cover page for
each Reporting Person.
|
(iv)
|
Shared power to dispose or to direct the disposition of:
|
See Row 8 of cover page for
each Reporting Person.
|
ITEM 5.
|
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
|
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following: x
Yes
CUSIP NO. 83192H106
|
13G
|
Page
6 of 8
|
SIGNATURES
After reasonable inquiry and to the best of
my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 12, 2021
|
KPCB DIGITAL GROWTH FUND III, LLC, a Delaware limited liability company
|
|
|
|
By: KPCB DGF III ASSOCIATES, LLC, a Delaware limited liability company, its managing member
|
|
|
|
By:
|
/s/ Susan Biglieri
|
|
|
Susan Biglieri
|
|
|
Chief Financial Officer
|
|
|
|
KPCB DIGITAL GROWTH FOUNDERS FUND III, LLC, a Delaware limited liability company
|
|
|
|
By: KPCB DGF III ASSOCIATES, LLC, a Delaware limited liability company, its managing member
|
|
|
|
By:
|
/s/ Susan Biglieri
|
|
|
Susan Biglieri
|
|
|
Chief Financial Officer
|
|
|
|
KPCB DGF III ASSOCIATES, LLC, a Delaware limited liability company
|
|
|
|
By:
|
/s/ Susan Biglieri
|
|
|
Susan Biglieri
|
|
|
Chief Financial Officer
|
CUSIP NO. 83192H106
|
13G
|
Page
7 of 8
|
EXHIBIT INDEX
|
Found on
Sequentially
|
Exhibit
|
Numbered Page
|
|
|
Exhibit A: Agreement of Joint Filing
|
8
|
CUSIP NO. 83192H106
|
13G
|
Page
8 of 8
|
exhibit
A
Agreement of Joint Filing
The undersigned hereby
agree that a single Schedule 13G (or any amendment thereto) relating to the common stock of the Issuer shall be filed on behalf
of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.
Date: February 12, 2021
|
KPCB DIGITAL GROWTH FUND III, LLC, a Delaware limited liability company
|
|
|
|
By: KPCB DGF III ASSOCIATES, LLC, a Delaware limited liability company, its managing member
|
|
|
|
By:
|
/s/ Susan Biglieri
|
|
|
Susan Biglieri
|
|
|
Chief Financial Officer
|
|
|
|
KPCB DIGITAL GROWTH FOUNDERS FUND III, LLC, a Delaware limited liability company
|
|
|
|
By: KPCB DGF III ASSOCIATES, LLC, a Delaware limited liability company, its managing member
|
|
|
|
By:
|
/s/ Susan Biglieri
|
|
|
Susan Biglieri
|
|
|
Chief Financial Officer
|
|
|
|
KPCB DGF III ASSOCIATES, LLC, a Delaware limited liability company
|
|
|
|
By:
|
/s/ Susan Biglieri
|
|
|
Susan Biglieri
|
|
|
Chief Financial Officer
|
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