SEC Form 4 · accession 0000903423-17-000225

Surgical Care Affiliates, Inc. · SCAI

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1Represents shares of Common Stock withheld by the issuer to satisfy tax withholding obligations incident to the settlement on March 23, 2017 of 68,292 previously vested restricted stock units ("RSUs") of the issuer (previously issued in accordance with Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) in connection with the merger contemplated by 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. Such deemed disposition is exempt from Section 16(b) of the Exchange Act pursuant to Rule 16b-3(e).
• F10Pursuant 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.
• F11All of the options are time-based options which, as of March 24, 2015, were fully vested.
• F12Includes options for 137,194.5 shares of Common Stock that were vested prior to the Effective Time and options for 45,731.5 shares of Common Stock that remain unvested at the Effective Time.
• F13The option provides for vesting in equal annual installments on May 6, 2014, May 6, 2015, May 6, 2016 and May 6, 2017.
• F14Includes options for 67,841 shares of Common Stock that were vested prior to the Effective Time and options for 67,841 shares of Common Stock that remain unvested at the Effective Time.
• F15The option provides for vesting in equal annual installments on September 17, 2015, September 17, 2016, September 17, 2017 and September 17, 2018.
• F16Includes options for 25,528.25 shares of Common Stock that were vested prior to the Effective Time and options for 76,584.75 shares of Common Stock that remain unvested at the Effective Time.
• F17The option provides for vesting in equal annual installments on June 4, 2016, June 4, 2017, June 4, 2018 and June 4, 2019.
• F2Includes 188,232 shares of Common Stock underlying 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.
• F3Mr. Hayek is the sole trustee of the Andrew Hayek 2008 Living Trust, which directly owns all of the securities reported on this line.
• F4Disposed of in the exchange offer by Spartan Merger Sub 1, Inc. to acquire all of the outstanding shares of Common Stock, pursuant to the Merger Agreement (the "Exchange Offer").
• F5Pursuant 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.
• F6Disposed of in the Merger, pursuant to the Merger Agreement.
• F7Pursuant to the Merger Agreement, at the Effective Time each share of Common Stock was cancelled and converted into the right to receive $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.
• F8Pursuant 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").
• F9This line contains a combination of both time-based and performance-based options which, as of September 16, 2013, were fully vested.