SEC Form 4 · accession 0001247524-15-000115
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 10, 2015
Accepted (ET)
Mar 12, 2015 · 7:10 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 StockF1 | Mar 10, 2015 | M | 5,380 | $12.10 | A | 32,522 | D | |
| Common StockF3,F1 | Mar 10, 2015 | S | 8,194 | $35.03 | D | 24,328 | D | |
| Common StockF1 | Mar 11, 2015 | M | 6,489 | $12.10 | A | 30,817 | D | |
| Common StockF4,F1 | Mar 11, 2015 | S | 6,540 | $35.10 | D | 24,277 | D | |
| Common StockF1 | Mar 12, 2015 | M | 7,335 | $12.10 | A | 31,612 | D | |
| Common StockF5,F1 | Mar 12, 2015 | S | 7,335 | $35.21 | D | 24,277 | 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 | $12.10 | Mar 10, 2015 | M | 5,380 | D | — | Jun 29, 2017 | Common Stock | 5,380 | 58,925 | D |
| Options to Purchase Common StockF7 | $12.10 | Mar 11, 2015 | M | 6,489 | D | — | Jun 29, 2017 | Common Stock | 6,489 | 52,436 | D |
| Options to Purchase Common StockF8 | $12.10 | Mar 12, 2015 | M | 7,335 | D | — | Jun 29, 2017 | Common Stock | 7,335 | 45,101 | D |
| Options to Purchase Common StockF9 | $13.94 | holding | — | — | — | — | Mar 6, 2022 | Common Stock | 6,413 | 6,413 | D |
| Options to Purchase Common StockF10 | $11.48 | holding | — | — | — | — | Mar 6, 2022 | Common Stock | 12,824 | 12,824 | D |
| Options to Purchase Common StockF11 | $12.41 | holding | — | — | — | — | May 6, 2023 | Common Stock | 24,390 | 24,390 | D |
| Options to Purchase Common StockF12 | $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.
- F10All of the options are time-based options which are scheduled to vest in equal installments on March 6, 2015 and March 6, 2016.
- F11All 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.
- F12All 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.
- 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 $35.00 to $35.19. 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 $35.00 to $35.22. 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.
- F5This 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 $35.00 to $35.62. 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.
- F648,150 of the options are performance-based options and, as of September 16, 2013, became fully vested. The remaining 10,775 options are time-based options which, as of June 29, 2012, were fully vested.
- F748,150 of the options are performance-based options and, as of September 16, 2013, became fully vested. The remaining 4,286 options are time-based options which, as of June 29, 2012, were fully vested.
- F8All of the options are performance-based options and, as of September 16, 2013, became fully vested.
- F9All of the options are time-based options which, as of March 6, 2013, were fully vested.