SEC Form 4 · accession 0001247524-15-000113

Surgical Care Affiliates, Inc. · SCAI

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

Reporting owner

Peter J Clemens IV

Officer — Chief Financial Officer

Period of report

Mar 10, 2015

Accepted (ET)

Mar 12, 2015 · 6:42 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
Common Stock^F1	Mar 10, 2015	M	18,980	$12.10	A	54,659	D
Common Stock^F3,F1	Mar 10, 2015	S	18,980	$34.98	D	35,679	D
Common Stock^F1	Mar 11, 2015	M	2,971	$12.10	A	38,650	D
Common Stock^F4,F1	Mar 11, 2015	S	2,971	$34.94	D	35,679	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 Stock^F5	$12.10	Mar 10, 2015	M	18,980	D	—	Dec 8, 2021	Common Stock	18,980	68,825	D
Options to Purchase Common Stock^F6	$12.10	Mar 11, 2015	M	2,971	D	—	Dec 8, 2021	Common Stock	2,971	65,854	D
Options to Purchase Common Stock^F7	$9.64	holding	—	—	—	—	Dec 8, 2021	Common Stock	58,536	58,536	D
Options to Purchase Common Stock^F8	$12.41	holding	—	—	—	—	May 6, 2023	Common Stock	21,951	21,951	D
Options to Purchase Common Stock^F9	$29.02	holding	—	—	—	—	Sep 17, 2024	Common Stock	21,106	21,106	D

Explanation of responses

F1Includes 15,679 shares of Common Stock underlying Restricted Stock Units of the issuer. The Restricted Stock Units are subject to time-based vesting in equal annual installments over a period of four years from September 17, 2014 and are settled on each applicable vesting date.
F2The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 21, 2014, which plan became effective August 18, 2014.
F3This price represents the weighted average sale price (rounded to the nearest cent) for multiple transactions reported on this line. The prices of the transactions reported on this line ranged from $34.90 to $35.21. Upon request by the Commission staff, the issuer or a security holder of the issuer, the reporting person will undertake to provide full information regarding the number of shares sold at each separate price.
F4This price represents the weighted average sale price (rounded to the nearest cent) for multiple transactions reported on this line. The prices of the transactions reported on this line ranged from $34.90 to $35.00. Upon request by the Commission staff, the issuer or a security holder of the issuer, the reporting person will undertake to provide full information regarding the number of shares sold at each separate price.
F5All of the options are performance-based options and, as of September 16, 2013, became fully vested.
F6All of the options are performance-based options and, as of September 16, 2013, became fully vested.
F7All of the options are time-based options which are scheduled to vest in equal installments on December 8, 2013, December 8, 2014, December 8, 2015 and December 8, 2016.
F8All of the options are time-based options which are scheduled to vest in equal installments on May 6, 2014, May 6, 2015, May 6, 2016 and May 6, 2017.
F9All of the options are time-based options which are scheduled to vest in equal installments on September 17, 2015, September 17, 2016, September 17, 2017 and September 17, 2018.