WASHINGTON, D. C. 20549
(Amendment No. 1)
Check the appropriate box to designate the rule
pursuant to which this Schedule is filed:
| CUSIP NO. 83192H106 | Page 2 of 7 |
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|
| 1) |
Name of Reporting Person |
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|
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Prentice Capital Management, LP |
| 2) |
Check The Appropriate Box If A Member Of A Group
(See Instructions) |
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(a) ¨ |
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(b) x |
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|
| 3) |
SEC Use Only |
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|
| 4) |
Citizenship Or Place Of Organization: |
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|
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Delaware |
| NUMBER
OF SHARES |
5) |
Sole
Voting Power: |
|
|
|
| BENEFICIALLY
OWNED |
|
0 |
| BY
EACH REPORTING |
6) |
Shared
Voting Power |
| PERSON
WITH |
|
|
|
|
2,543,449
|
|
7) |
Sole
Dispositive Power: |
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|
|
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0 |
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8) |
Shared
Dispositive Power |
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|
|
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|
2,543,449
|
| 9) |
Aggregate Amount Beneficially Owned
By Each Reporting Person: |
| |
|
| |
2,543,449
|
| 10) |
Check Box If The Aggregate Amount In Row (9)
Excludes Certain Shares ¨ |
| |
(See Instructions) |
| |
|
| 11) |
Percent of Class Represented by Amount in Row
(9): |
| |
|
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2.09%* |
| 12) |
Type of Reporting Person (See Instructions) |
| |
|
| |
PN
|
*Beneficial ownership percentage is based upon
121,784,986 shares of Class A Common Stock, $0.0001 par value per share, of SmileDirectClub, Inc., a Delaware corporation (the “Company”),
issued and outstanding as of November 3, 2022, based on information reported by the Company in its Quarterly Report on Form 10-Q for
the fiscal quarter ended September 30, 2022.
| CUSIP NO. 83192H106 | Page 3 of 7 |
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|
| 1) |
Name of Reporting Person (entities only) |
| |
|
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Michael Zimmerman |
| 2) |
Check the Appropriate Box If a Member of a Group (See Instructions) |
| |
(a) ¨ |
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(b) x |
| |
|
| 3) |
SEC USE ONLY |
| |
|
| 4) |
Citizenship or Place of Organization: |
| |
|
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United States |
| NUMBER
OF SHARES |
5) |
Sole Voting
Power: |
| |
|
|
| BENEFICIALLY
OWNED |
|
0 |
| BY EACH
REPORTING |
6) |
Shared Voting Power |
| PERSON
WITH |
|
|
| |
|
2,543,449
|
|
7) |
Sole Dispositive Power:
|
| |
|
|
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|
0 |
| |
8) |
Shared Dispositive Power
|
| |
|
|
| |
|
2,543,449
|
| 9) |
Aggregate Amount Beneficially Owned by Each Reporting
Person: |
| |
|
| |
2,543,449
|
| 10) |
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares
¨ |
| |
(See Instructions) |
| |
|
| 11) |
Percent of Class Represented by Amount in Row (9): |
| |
|
| |
2.09%* |
| 12) |
Type of Reporting Person (See Instructions) |
| |
|
| |
IN |
* Beneficial ownership percentage is based upon
121,784,986 shares of Class A Common Stock, $0.0001 par value per share, of the Company, issued and outstanding as of November 3, 2022,
based on information reported by the Company in its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2022.
ITEM 1(a). Name of Issuer:
SmileDirectClub, Inc. (the “Company”)
ITEM 1(b). Address of Issuer's Principal Executive Offices:
414 Union Street
Nashville, TN 37219
ITEM 2(a). Names of Person Filing:
This statement is filed by the entities and persons
listed below, all of whom together are referred to herein as the “Reporting Persons”:
| (i) | Prentice Capital Management, LP, a Delaware
limited partnership (“Prentice Capital Management”), with respect to the shares
(the “Shares”) of Class A Common Stock of the Company reported in this Amendment
No.1 to the Schedule 13G (the “Amendment”). |
| (ii) | Michael Zimmerman who is the managing
member of certain entities that, directly or indirectly, serve as the general partner or
investment manager of the investment fund and managed accounts that own the Shares reported
in this Amendment. |
ITEM 2(b). Address of Principal Business Office Or, If None, Residence:
The address for the Reporting Persons is 100 West
Putnam Avenue-Slagle House, Greenwich, CT 06830.
ITEM 2(c). Citizenship:
Prentice Capital Management is organized under
the laws of the State of Delaware. Mr. Zimmerman is a citizen of the United States.
ITEM 2(d). Title of Class of Securities:
Class A Common Stock, $0.0001 par value per share
ITEM 2(e). CUSIP Number:
83192H106
ITEM 3. If this Statement is filed pursuant to Rules 13d-1(b) or 13d-2(b)
or (c), check whether the person filing is:
Not Applicable
ITEM 4. Ownership:
Prentice Capital Management
serves as investment manager to an investment fund and manages investments for certain entities in managed accounts with respect to which
it has voting and dispositive authority over the Shares reported in this Amendment. Michael Zimmerman is the managing member of certain
entities that, directly or indirectly, serve as the general partner or investment manager of the investment fund and managed accounts
that own the Shares reported in this Amendment. As such, he may be deemed to control Prentice Capital Management and the investment funds
and managed accounts managed by Prentice Capital Management and therefore may be deemed to be the beneficial owner of the Shares reported
in this Amendment. Each of the Reporting Persons disclaims beneficial ownership of all of the Shares reported in this Amendment, except
to the extent of his or its pecuniary interest.
| (a) | Amount Beneficially
Owned: 2,543,449 Shares |
| (b) | Percent of class: 2.09% |
| (c) | Number of Shares as
to which such person has: |
| (i) | Sole power to vote or
to direct the vote: 0 |
| (ii) | Shared power to vote or to direct the vote: 2,543,449 Shares |
| (iii) | Sole power to dispose or to direct the disposition: 0 |
| (iv) | Shared power to dispose or to direct the disposition: 2,543,449 Shares |
ITEM 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the
fact that as of the date hereof the reporting persons has ceased to be the beneficial owner of more than five percent of the class of
securities, check the following x.
ITEM 6. Ownership of More Than Five Percent on Behalf of Another Person.
Not applicable.
ITEM 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not applicable.
ITEM 8. Identification and Classification of Members of the Group.
See Item 4
ITEM 9. Notice of dissolution of group.
Not applicable.
ITEM 10. Certifications.
By signing below the undersigned certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not acquired and are not held in connection or as a participant in any
transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and correct.
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February 14, 2023 |
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PRENTICE CAPITAL MANAGEMENT, LP |
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By: |
/s/ Michael Zimmerman |
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Name: Michael Zimmerman |
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Title: Chief Executive Officer |
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/s/ Michael Zimmerman |
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Michael Zimmerman |
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001)