| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
SmileDirectClub, Inc. [ SDC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/15/2020 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 05/15/2020 | A | 22,337(1) | A | (2) | 164,993(3) | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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. Comprised of Restricted Stock Units ("RSUs") that represent a contingent right to receive one share of the Issuer's Class A common stock. |
| 2. These RSUs were granted in lieu of a portion of the reporting person's salary payable for the months of April and May 2020. |
| 3. The total number of shares of the Issuer's Class A common stock reported herein includes RSUs which were previously reported on Table II of that certain Form 4 filed by the reporting person on September 17, 2019. Future settlements of such RSUs will not be reported on further Forms 4. |
| Remarks: |
| Exhibit 24 - Power of Attorney |
| /s/ Susan Greenspon Rammelt as attorney-in-fact | 06/10/2020 | |
| ** 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 4 (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
With
respect to holdings of and transactions in securities issued by SmileDirectClub,
Inc. (the “Company”), the undersigned hereby constitutes and appoints
the individuals named on Schedule A
attached hereto and as may be amended from time to time, or any of them
signing singly, with full power of substitution and resubstitution, to act as
the undersigned’s true and lawful attorney-in-fact to:
1. prepare, execute in
the undersigned’s name and
on the undersigned’s behalf, and submit to the United States
Securities and Exchange Commission (the “SEC”) a Form ID, including
amendments thereto, and any other documents necessary or appropriate to
obtain and/or regenerate codes and passwords enabling the undersigned to make
electronic filings with the SEC of reports required by Section 16(a) of the
Securities Exchange Act
of 1934, as amended, or any rule or regulation of the SEC;
2. execute for and on
behalf of the undersigned,
Forms 3, 4, and 5 in accordance with Section 16 of the Securities Exchange
Act of 1934, as amended, and the rules thereunder;
3. do and perform any
and all acts for and on
behalf of the undersigned which may be necessary or desirable to complete
and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and
timely file such form with the SEC and any stock exchange or similar
authority; and
4. take any other
action of any type whatsoever in
connection with the foregoing which, in the opinion of such
attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf
of the undersigned pursuant to this Power of Attorney shall be in such form and
shall contain such terms and conditions as such attorney-in-fact may approve in
such
attorney-in-fact’s discretion.
The
undersigned hereby grants to each such attorney-in-fact full power and authority
to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the
rights and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution and
resubstitution or revocation, hereby ratifying and confirming all that
such attorney-in-fact, or such attorneys-in-fact substitute or substitutes,
shall lawfully do or cause to be done by virtue of this Power of Attorney and
the rights and powers
herein granted.
The
undersigned acknowledges that the attorneys-in-fact, in serving in such capacity
at the request of the undersigned, are not
assuming, nor is the Company assuming, any of the undersigned’s
responsibilities to comply with Section 16 of the Securities Exchange Act of
1934, as amended.
This
Power of Attorney shall remain in full force and effect until the undersigned is
no longer required to file Forms 3, 4, and 5 with respect to
the undersigned’s holdings of and transactions in securities issued
by the Company, unless earlier revoked by the undersigned in a signed writing
delivered to the attorneys-in-fact.
IN
WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 9th day of June, 2020.
[Signature Page to
Follow]
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Signature:
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/s/ Kay Oswald
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Print Name:
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Kay Oswald
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[Signature Page to
POA]
Schedule A
Individuals Appointed as Attorney-in-Fact with Full Power of
Substitution and Resubstitution
Susan Greenspon
Rammelt
Mehgan Peetz
Eric Greer
Sarah Gabriel