Cayman Islands. The information concerning CD&R SDC and CD&R SDC GP is based upon a Schedule 13G/A filed with the SEC on February 9, 2021, as of February 9, 2021.
(d)
FMR LLC (“FMR”) beneficially owns 6,729,839 shares of Class A common stock of which 299,532 shares it holds the sole voting power and 6,729,839 shares it has the sole power to dispose or to direct the disposition of. The address for FMR is 245 Summer Street, Boston, Massachusetts 02210. The information concerning FMR is based upon a Schedule 13G/A filed with the SEC on February 8, 2021, as of February 5, 2021.
(e)
Vanguard Voting Group (“Vanguard”) beneficially owns 7,738,577 shares of common stock of which 32,537 shares Vanguard holds the shared voting power, 7,651,912 shares Vanguard holds sole dispositive power, and 86,665 shares Vanguard holds shared dispositive power. The address for Vanguard is 100 Vanguard Blvd. Malvern, PA 19355. The information concerning Vanguard is based upon a Schedule 13G filed with the SEC on February 10, 2021, as of February 8, 2021.
(f)
Subject to the terms and conditions of the SDC Financial LLC Agreement, LLC Units are exchangeable (with automatic cancellation of an equal number of shares of Class B common stock) for shares of our Class A common stock on a one-for-one basis, subject to customary adjustment for stock splits, stock dividends, and reclassifications, or for cash (based on the market price of the shares of Class A common stock), with the form of consideration determined by the disinterested members of our board of directors. Beneficial ownership of LLC Units is not reflected in this table; however, information concerning ownership of LLC Units is included in the footnotes below, where applicable.
(g)
Mr. D. Katzman beneficially owns (i) 24,705 shares of Class A common stock and has the right to acquire 108,695 shares of Class A common stock on or within 60 days from February 28, 2021, through the exercise of stock options, (ii) 663,130 shares of Class A common stock held by DBK Investments, LLC, (iii) 86,861,011 LLC Units and shares of Class B common stock held by DBK Investments, LLC, of which he is the manager, which is wholly owned by the David B. Katzman 2018 Irrevocable Trust, over which he has sole voting and investment control, and (iv) 201,411 LLC Units and shares of Class B common stock held by the David Katzman Revocable Trust, of which he is trustee. Excludes 37,000 shares of Class A common stock and 616,014 LLC Units and shares of Class B common stock that are beneficially owned by Heather Katzman, Mr. D. Katzman’s spouse. Under the Voting Agreement, as discussed in the “Structure; Classes of Stock; Voting Agreement” section above, the Voting Group gave D. Katzman sole voting, but not dispositive, power over the shares of our Class A and Class B common stock beneficially owned by the Voting Group.
(h)
Mr. J. Katzman beneficially owns (i) 10,347 shares of Class A common stock and has the right to acquire 43,478 shares of Class A common stock on or within 60 days from February 28, 2021, through the exercise of stock options, (ii) 65,971,130 LLC Units and shares of Class B common stock held by JM Katzman Investments, LLC, of which he is manager, which is wholly owned by the Jordan M. Katzman 2018 Irrevocable Trust, over which he has sole voting and investment control, and (iii) 3,067,736 LLC Units and shares of Class B common stock held by the Jordan M. Katzman Revocable Trust, of which he is trustee. J. Katzman is a member of the Voting Group who gave D. Katzman sole voting, but not dispositive, power over the shares of Class A and Class B common stock he beneficially owns under the terms of the Voting Agreement.
(i)
Mr. Fenkell beneficially owns (i) 10,963 shares of Class A common stock and has the right to acquire 43,478 shares of Class A common stock on or within 60 days from February 28, 2021, through the exercise of stock options, (ii) 58,527,652 LLC Units and shares of Class B common stock held by the Alexander J. Fenkell 2018 Irrevocable Trust, of which he is trustee, and (iii) 21,275 shares of Class A common stock, 4,497,779 LLC Units and shares of Class B common stock held by the Alexander Fenkell Revocable Trust, of which he is trustee. Fenkell is a member of the Voting Group who gave D. Katzman sole voting, but not dispositive, power over the shares of Class A and Class B common stock he beneficially owns under the terms of the Voting Agreement.
(j)
Mr. S. Katzman beneficially owns (i) 149,068 shares of Class A common stock, (ii) 28,124,235 LLC Units and shares of Class B common stock held by the David B. Katzman 2009 Family Trust, of which he is trustee, and (ii) 5,881,028 LLC Units and shares of Class B common stock held in his individual capacity, including 734,187 restricted LLC Units and shares of Class B common stock that will be subject to monthly vesting through September 2021 (of which 209,768 LLC Units and shares of Class B common stock will vest within 60 days of February 28, 2021). S. Katzman is a member of the Voting