SEC Form 4 · accession 0001247524-15-000131

Surgical Care Affiliates, Inc. · SCAI

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

Reporting owner

Thomas C Geiser

Director

Period of report

Apr 1, 2015

Accepted (ET)

Apr 3, 2015 · 5:02 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^F1	Apr 1, 2015	M	115,059	$10.25	A	121,431	D
Common Stock^F2,F1	Apr 1, 2015	S	115,059	$32.0031	D	6,372	D
Common Stock^F3	holding	—	—		—	97,560	I	See Explanation of Responses

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^F4	$10.25	Apr 1, 2015	M	11,707	D	—	Jun 24, 2015	Common Stock	11,707	0	D
Options to Purchase Common Stock^F5	$10.25	Apr 1, 2015	M	91,645	D	—	Jun 24, 2015	Common Stock	91,645	0	D
Options to Purchase Common Stock^F6	$10.25	Apr 1, 2015	M	11,707	D	—	Sep 9, 2015	Common Stock	11,707	0	D
Options to Purchase Common Stock^F7	$10.66	holding	—	—	—	—	Jul 23, 2016	Common Stock	11,256	11,256	D
Options to Purchase Common Stock^F8	$11.18	holding	—	—	—	—	Jul 1, 2020	Common Stock	10,740	10,740	D
Options to Purchase Common Stock^F9	$12.10	holding	—	—	—	—	Jul 1, 2021	Common Stock	9,921	9,921	D

Explanation of responses

F1Includes 6,372 shares of Common Stock underlying Restricted Stock Units ("RSUs") of the issuer. All of the RSUs are subject to time-based vesting. As of April 1, 2015, 3,027 of the RSUs were vested, with the remaining RSUs vesting on the following schedule: 1,168 RSUs vesting on June 30, 2015, 1,009 RSUs vesting on July 1, 2015, and 1,168 RSUs vesting on June 30, 2016. Each vested RSU is settled on the earlier of the individual's termination of employment or a change in control.
F2The price of $32.003125 represents the public offering price of $33.25 per share of Common Stock less the underwriters' discount of $1.246875 per share of Common Stock.
F3Mr. Geiser is a trustee of The Geiser Schweers Family Trust u/a/d 6/8/98, as amended, which is the sole member of TDK Management Company, LLC, which is the general partner of TDK Properties, L.P., which directly owns 97,560 shares of Common Stock of the issuer.
F4The options became vested as to all of the shares of Common Stock underlying such options on June 29, 2008 and became exercisable on September 16, 2013.
F5The options became vested as to all of the shares of Common Stock underlying such options on June 29, 2010 and became exercisable on September 16, 2013.
F6The options became vested as to all of the shares of Common Stock underlying such options on June 29, 2009 and became exercisable on September 16, 2013.
F7The options became vested as to all of the shares of Common Stock underlying such options on June 29, 2010 and became exercisable on September 16, 2013.
F8The options became vested as to all of the shares of Common Stock underlying such options on June 29, 2011 and became exercisable on September 16, 2013.
F9The options became vested as to all of the shares of Common Stock underlying such options on June 29, 2012 and became exercisable on September 16, 2013.