Statement of Changes in Beneficial Ownership (4)
August 13 2021 - 5:14PM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
CD&R Investment Associates X, Ltd. |
2. Issuer Name and Ticker or Trading Symbol
SmileDirectClub, Inc.
[
SDC
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O MAPLES CORPORATE SERVICES LIMITED,, UGLAND HOUSE, SOUTH CHURCH STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/12/2021 |
(Street)
GEORGETOWN, E9 KY1-1104
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A common stock, $0.0001 par value | 8/12/2021 | | S | | 500000 | D | $5.30 | 11403167 | I | See Explanation of Responses (1)(2) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
(1) | On August 12, 2021, CD&R SDC Holdings, L.P. ("CD&R SDC") sold 500,000 shares of Class A common stock of the Registrant (the "Common Stock") in a secondary block trade pursuant to Rule 144 under the Securities Act of 1933, as amended. |
(2) | CD&R Investment Associates X, Ltd. ("CD&R SDC GP") is the general partner of CD&R SDC, the direct holder of the Common Stock. CD&R SDC GP, as the general partner of CD&R SDC, may be deemed to beneficially own the shares of Common Stock held by CD&R SDC. Investment and voting decisions with respect to the shares of Common Stock held by CD&R SDC or CD&R SDC GP are made by an investment committee comprised of more than ten individuals (the "CD&R SDC Investment Committee"). All members of the CD&R SDC Investment Committee disclaim beneficial ownership of the shares of Common Stock held by CD&R SDC. CD&R SDC GP expressly disclaims beneficial ownership of the shares held by CD&R SDC except to the extent of any pecuniary interest therein. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
CD&R Investment Associates X, Ltd. C/O MAPLES CORPORATE SERVICES LIMITED, UGLAND HOUSE, SOUTH CHURCH STREET GEORGETOWN, E9 KY1-1104 |
| X |
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CD&R SDC HOLDINGS, L.P. C/O MAPLES CORPORATE SERVICES LIMITED, UGLAND HOUSE, SOUTH CHURCH STREET GEORGETOWN, E9 KY1-1104 |
| X |
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Signatures
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/s/ Rima Simson, Vice President, Treasurer and Secretary of CD&R Investment Associates X, Ltd. | | 8/13/2021 |
**Signature of Reporting Person | Date |
/s/ Rima Simson, Vice President, Treasurer and Secretary of the General Partner of CD&R SDC Holdings, L.P. | | 8/13/2021 |
**Signature of Reporting Person | Date |
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