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SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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.
(Last) (First) (Middle)
C/O MAPLES CORPORATE SERVICES LIMITED,
UGLAND HOUSE, SOUTH CHURCH STREET
(Street)
GEORGETOWN E9 KY1-1104
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
09/13/2019 		3. Issuer Name and Ticker or Trading Symbol
SmileDirectClub, Inc. [ SDC ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A common stock, $0.0001 par value 29,178,980(1) I See footnote(2)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
CD&R Investment Associates X, Ltd.
(Last) (First) (Middle)
C/O MAPLES CORPORATE SERVICES LIMITED,
UGLAND HOUSE, SOUTH CHURCH STREET
(Street)
GEORGETOWN E9 KY1-1104
(City) (State) (Zip)
1. Name and Address of Reporting Person*
CD&R SDC HOLDINGS, L.P.
(Last) (First) (Middle)
C/O MAPLES CORPORATE SERVICES LIMITED,
UGLAND HOUSE, SOUTH CHURCH STREET
(Street)
GEORGETOWN E9 KY1-1104
(City) (State) (Zip)
Explanation of Responses:
1. Pursuant to certain reorganizational transactions effected prior to the consummation of the Registrant's initial public offering, CD&R SDC Holdings, L.P. ("CD&R SDC") was issued Class A common stock of the Registrant in exchange for membership units (the "Pre-IPO Units") in SDC Financial, LLC, a subsidiary of the Registrant, which Pre-IPO Units were indirectly owned by CD&R SDC prior to such reorganizational transactions.
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.
Remarks:
Exhibit 24 - Power of Attorney
Theresa A. Gore, a Vice President, Treasurer and Assistant Secretary of CD&R Investment Associates X, Ltd. 09/17/2019
Theresa A. Gore, a Vice President, Treasurer and Assistant Secretary of the General Partner of CD&R SDC Holdings, L.P. 09/17/2019
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
                               POWER OF ATTORNEY

    KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned hereby
makes, constitutes and appoints Terrianne Patnode as each of the undersigned's
true and lawful attorney-in-fact, with full power and authority as hereinafter
described on behalf of and in the name, place and stead of each of the
undersigned to:

    (1)  prepare, execute, acknowledge, deliver and file Forms 3, 4 and 5
(including any amendments thereto) with respect to the securities of
SmileDirectClub, Inc., a Delaware corporation (the "Company"), with the U.S.
Securities and Exchange Commission (the "Commission") and any national
securities exchanges or similar authority, as considered necessary or advisable
under Section 16(a) of the Securities Exchange Act of 1934 and the rules and
regulations promulgated thereunder, as amended from time to time (the "Exchange
Act");

    (2)  seek or obtain, as each of the undersigned's representative and on each
of the undersigned's behalf, information on transactions in the Company's
securities from any third party, including brokers, employee benefit plan
administrators and trustees, and each of the undersigned hereby authorizes any
such person to release any such information to each of the undersigned and
approves and ratifies any such release of information; and

    (3)  perform any and all other acts which in the discretion of such
attorney-in-fact are necessary or desirable for and on behalf of each of the
undersigned in connection with the foregoing.

Each of the undersigned acknowledges that:

    (1)  this Power of Attorney authorizes, but does not require, each such
attorney-in-fact to act in her discretion on information provided to such
attorney-in-fact without independent verification of such information;

    (2)  any documents prepared and/or executed by the attorney-in-fact on
behalf of any of the undersigned pursuant to this Power of Attorney will be in
such form and will contain such information and disclosure as such attorney-in-
fact, in her discretion, deems necessary or desirable;

    (3)  neither the Company nor the attorney-in-fact assumes (i) any liability
for any of the undersigned's responsibility to comply with the requirements of
the Exchange Act, (ii) any liability of the undersigned for any failure to
comply with such requirements, or (iii) any obligation or liability of the
undersigned for profit disgorgement under Section 16(b) of the Exchange Act; and

    (4)  this Power of Attorney does not relieve any of the undersigned from
responsibility for compliance with such undersigned party's obligations under
the Exchange Act, including without limitation the reporting requirements under
Section 16 of the Exchange Act.

    Each of the undersigned hereby gives and grants the foregoing attorney-in-
fact full power and authority to do and perform all and every act and thing
whatsoever requisite, necessary or appropriate to be done in and about the
foregoing matters as fully to all intents and purposes as any of the undersigned
might or could do if present, with full power of substitution and revocation,
hereby ratifying all that such attorney-in-fact, or such attorney-in-fact's
substitute or substitutes, of, for and on behalf of each the undersigned, shall
lawfully do or cause to be done by virtue of this Power of Attorney.

    This Power of Attorney shall remain in full force and effect with respect to
the applicable undersigned party until the earlier of (i) the date on which the
applicable undersigned party is no longer required to file Forms 3, 4 or 5 with
respect to such undersigned party's holdings of and transactions in securities
issued by the Company; (ii) as to the appointment of Terrianne Patnode upon her
resignation or termination as an employee of Clayton, Dubilier & Rice, LLC; and
(iii) the revocation of this Power of Attorney by such undersigned in a signed
writing delivered to such attorney-in-fact.  This Power of Attorney may be filed
with the Commission as a conforming statement of the authority granted herein.

                           *     *     *     *     *


    IN WITNESS WHEREOF, the undersigned have caused this Power of Attorney to be
executed as of this 17th day of September, 2019.


CD&R SDC Holdings, L.P.

By:  CD&R Investment Associates X, Ltd., its general partner

By: /s/ Theresa A. Gore
    -------------------------
    Name:  Theresa A. Gore
    Title:   Vice President, Treasurer and Assistant Secretary

CD&R Investment Associates X, Ltd.

By: /s/ Theresa A. Gore
    -------------------------
    Name:  Theresa A. Gore
    Title:   Vice President, Treasurer and Assistant Secretary