SEC FORM 4 SEC Form 4
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*
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. Issuer Name and Ticker or Trading Symbol
SmileDirectClub, Inc. [ SDC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/23/2020
4. 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 Acquired, Disposed of, or Beneficially Owned
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, $0.0001 par value 11/23/2020 S 10,000,000 D $11.5 11,903,167 I See Explanation of Responses(1)(2)(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
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. On November 23, 2020, CD&R SDC Holdings, L.P. ("CD&R SDC") sold 10,000,000 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. In the preparation of this filing, a clerical error was discovered related to a prior filing which resulted in an understatement in CD&R SDC's ownership by 44 shares of Common Stock. The total set forth in Column 5 of this Form 4 has been corrected to account for this administrative error.
3. 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:
/s/ Theresa A. Gore, Chief Financial Officer, Treasurer and Secretary of CD&R Investment Associates X, Ltd. 11/25/2020
/s/ Theresa A. Gore, Chief Financial Officer, Treasurer and Secretary of the General Partner of CD&R SDC Holdings, L.P. 11/25/2020
** 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).
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