SEC Form 4 · accession 0000903423-17-000228

Surgical Care Affiliates, Inc. · SCAI

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

Reporting owner

Richard L. Sharff Jr.

Officer — General Counsel

Period of report

Mar 24, 2017

Accepted (ET)

Mar 24, 2017 · 9:39 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 Stock^F2,F3	Mar 24, 2017	U	9,076	—	D	31,913	D
Common Stock^F5,F6	Mar 24, 2017	D	31,913	—	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Options to Purchase Common Stock^F8,F7	$13.94	Mar 24, 2017	D	6,413	D	—	Mar 6, 2022	Common Stock	6,413	D
Options to Purchase Common Stock^F9,F8,F10	$12.41	Mar 24, 2017	D	24,390	D	—	May 6, 2023	Common Stock	24,390	D
Options to Purchase Common Stock^F11,F8,F12	$29.02	Mar 24, 2017	D	21,106	D	—	Sep 17, 2024	Common Stock	21,106	D
Options to Purchase Common Stock^F13,F8,F14	$38.35	Mar 24, 2017	D	15,884	D	—	Jun 4, 2025	Common Stock	15,884	D
Options to Purchase Common Stock^F15,F8,F16	$41.25	Mar 24, 2017	D	12,067	D	—	Mar 2, 2026	Common Stock	12,067	D
Options to Purchase Common Stock^F17,F8,F18	$56.64	Mar 24, 2017	D	8,062	D	—	Mar 2, 2027	Common Stock	8,062	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 May 6, 2014, May 6, 2015, May 6, 2016 and May 6, 2017.
F11Includes options for 10,553 shares of Common Stock that were vested prior to the Effective Time and options for 10,553 shares of Common Stock that remain unvested at the Effective Time.
F12The option provides for vesting in equal annual installments on September 17, 2015, September 17, 2016, September 17, 2017 and September 17, 2018.
F13Includes options for 3,971 shares of Common Stock that were vested prior to the Effective Time and options for 11,913 shares of Common Stock that remain unvested at the Effective Time.
F14The option provides for vesting in equal annual installments on June 4, 2016, June 4, 2017, June 4, 2018 and June 4, 2019.
F15Includes options for 3,016.75 shares of Common Stock that were vested prior to the Effective Time and options for 9,050.25 shares of Common Stock that remain unvested at the Effective Time.
F16The option provides for vesting in equal annual installments on March 2, 2017, March 2, 2018, March 2, 2019 and March 2, 2020.
F17All of these options remained unvested at the Effective Time.
F18The 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 30,533 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 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.
F6Pursuant to the Merger Agreement, 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 Merger) rounded down to the nearest whole share (such quotient, the "Equity Award Conversion Ratio").
F7All of the options are time-based options which, as of March 6, 2013, were fully vested.
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.
F9Includes options for 18,292.5 shares of Common Stock that were vested prior to the Effective Time and options for 6,097.5 shares of Common Stock that remain unvested at the Effective Time.