X0306 4 2019-09-13 0 0001775625 SmileDirectClub, Inc. SDC 0001785238 Rammelt Susan Greenspon C/O SMILEDIRECTCLUB, INC. 414 UNION STREET NASHVILLE TN 37219 1 1 0 0 General Counsel, Sec. and Dir. Class A Common Stock 2019-09-13 4 P 0 4100 18.5115 A 4100 I By spouse SDC Financial Common Units 2019-09-13 4 A 0 185032 A Class A Common Stock 185032 185032 D SDC Financial Common Units 2019-09-13 4 A 0 123355 A Class A Common Stock 123355 123355 D SDC Financial Common Units 2019-09-16 4 D 0 29964 21.85 D Class A Common Stock 29964 155088 D Restricted Stock Units 2019-09-16 4 A 0 32608 0.00 A 2029-09-16 Class A Common Stock 32608 32608 D Options 23.00 2019-09-16 4 A 0 97826 0.00 A 2029-09-16 Class A Common Stock 97826 97826 D Pursuant to the terms of the Seventh Amended and Restated Limited Liability Company Agreement of SDC Financial, LLC, a Delaware limited liability company ("SDC Financial"), the reporting person may exchange all or a portion of its Common Units (as defined below) in SDC Financial (with automatic cancellation of an equal number of shares of non-economic Class B common stock of the Issuer's ("Class B common stock") for shares of Class A common stock of the Issuer's ("Class A common stock") on a one-for-one basis, subject to customary adjustments, or, at the option of the disinterested members of the board of directors of the Issuer, cash (based on the then-market value of the shares of Class A common stock). The Class B common stock initially entitles holders to ten votes per share and will vote as a single class with the Class A common stock, but has no economic rights, and is subject to forfeiture upon exchange of the reporting person's Common Units. In the reorganization of SDC Financial and the creation of the Issuer as a public holding company for SDC Financial (the "Reorganization"), all previous membership interests in SDC Financial were replaced by a single class of common membership interests in SDC Financial ("Common Units"), and shares of Class B common stock of the Issuer were issued for no consideration to the reporting person in a number equal to the number of Common Units issued. These units can be exchanged at any time as described in footnote 1. In the Reorganization, unvested profits interests in SDC Financial previously awarded to the reporting person were replaced by unvested Common Units and corresponding unvested shares of Class B common stock. These Common Units and shares of Class B common stock will vest in equal monthly installments over 24 months following September 16, 2019, provided that the reporting person continues to provide services to the Issuer and SDC Financial. On September 16, 2019, in connection with the closing of the Issuer's initial public offering, the Issuer redeemed these Common Units and shares of Class B common stock at a redemption price of $21.85 per Common Unit and corresponding share of Class B common stock. Each Restricted Stock Unit represents a contingent right to receive one share of the Issuer's Class A common stock. These Restricted Stock Units and Options will vest on September 16, 2022, provided that the reporting person continues to provide services to the Issuer and SDC Financial. /s/ Susan Greenspon Rammelt 2019-09-17