SEC Form 4 · accession 0000903423-17-000221
Surgical Care Affiliates, Inc. · SCAI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Tom De Weerdt
Officer — Chief Financial Officer
Period of report
Mar 24, 2017
Accepted (ET)
Mar 24, 2017 · 9:18 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001411574
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2,F3 | Mar 24, 2017 | U | 7,447 | — | D | 30,336 | D | |
| Common StockF5 | Mar 24, 2017 | D | 30,336 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Options to Purchase Common StockF6,F8,F7 | $41.25 | Mar 24, 2017 | D | 13,792 | D | — | Mar 2, 2026 | Common Stock | 13,792 | 0 | D |
| Options to Purchase Common StockF9,F8,F10 | $56.64 | Mar 24, 2017 | D | 9,214 | D | — | Mar 2, 2027 | Common Stock | 9,214 | 0 | D |
Explanation of responses
- F1Disposed of in the exchange offer by Spartan Merger Sub 1, Inc. to acquire all of the outstanding shares of Common Stock (the "Exchange Offer"), pursuant to the Agreement and Plan of Reorganization, dated January 7, 2017, (the "Merger Agreement," and the merger contemplated thereby, the "Merger") by and among Surgical Care Affiliates, Inc. ("SCA"), UnitedHealth Group Incorporated ("UHG"), Spartan Merger Sub 1, Inc., and Spartan Merger Sub 2, LLC.
- F10The option provides for vesting in equal annual installments on March 2, 2018, March 2, 2019, March 2, 2020 and March 2, 2021.
- F2Pursuant to the Merger Agreement, each share of Common Stock was exchanged for $11.40 in cash and a number of shares of UHG common stock equal to $45.60 divided by $169.42, (which represents the volume weighted average of the closing sale prices per share of UHG common stock on the New York Stock Exchange on each of the five full consecutive trading days ending on and including March 21, 2017, the third business day prior to the final expiration date of the Exchange Offer), with the fractional shares being paid in cash, as provided in the Merger Agreement.
- F3Includes 30,336 shares of Common Stock underlying restricted stock units ("RSUs") of the issuer, all of which are subject to time-based vesting and remained unvested immediately prior to the effective time of the Merger (the "Effective Time"). Each RSU represents a contingent right to acquire one share of Common Stock.
- F4Disposed of in the Merger, pursuant to the Merger Agreement.
- F5Pursuant to the Merger Agreement, at the Effective Time each outstanding and unvested RSU was cancelled and converted into that number of RSUs (rounded down to the nearest whole share) in respect of UHG common stock equal to the product of (x) the number of shares subject to such RSU immediately prior to the Effective Time and (y) $57 divided by $169.42 (which represents the volume weighted average of the closing sale prices per share of UHG common stock on the New York Stock Exchange on each of the five full consecutive trading days ending on and including March 21, 2017, the third business day prior to the final expiration date of the Exchange Offer) rounded down to the nearest whole share (such quotient, the "Equity Award Conversion Ratio").
- F6Includes options for 3,448 shares of Common Stock that were vested prior to the Effective Time and options for 10,344 shares of Common Stock that remain unvested at the Effective Time.
- F7The option provides for vesting in equal annual installments on March 2, 2017, March 2, 2018, March 2, 2019 and March 2, 2020.
- F8Pursuant to the Merger Agreement, at the Effective Time each outstanding SCA stock option was cancelled and converted into an option to purchase UHG common stock (rounded down to the nearest whole number) equal to the product of (x) the number of shares subject to such SCA stock option immediately prior to the Effective Time and (y) the Equity Award Conversion Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per share of such SCA stock option immediately prior to the Effective Time divided by (B) the Equity Award Conversion Ratio.
- F9All of these options remained unvested at the Effective Time.