SEC Form 4 · accession 0001247524-15-000133
Surgical Care Affiliates, Inc. · SCAI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Andrew P Hayek
Officer — Chief Executive Officer · Director
Period of report
Apr 1, 2015
Accepted (ET)
Apr 3, 2015 · 5:03 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,F2 | Apr 1, 2015 | M | 70,000 | $10.25 | A | 288,092 | I | See Explanation of Responses |
| Common StockF3,F1,F2 | Apr 1, 2015 | S | 70,000 | $32.0031 | D | 218,092 | 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 StockF2,F4 | $10.25 | Apr 1, 2015 | M | 70,000 | D | — | Apr 21, 2018 | Common Stock | 70,000 | 290,975 | I |
| Options to Purchase Common StockF2,F5 | $11.18 | holding | — | — | — | — | Mar 24, 2020 | Common Stock | 175,610 | 175,610 | I |
| Options to Purchase Common StockF2,F6 | $8.72 | holding | — | — | — | — | Mar 24, 2020 | Common Stock | 43,902 | 43,902 | I |
| Options to Purchase Common StockF2,F7 | $12.41 | holding | — | — | — | — | May 6, 2023 | Common Stock | 182,926 | 182,926 | I |
| Options to Purchase Common StockF2,F8 | $29.02 | holding | — | — | — | — | Sep 17, 2024 | Common Stock | 135,682 | 135,682 | I |
Explanation of responses
- F1Includes 169,084 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, 68,292 of the RSUs were vested and are settled on the earlier of the individual's termination of employment or a change in control and the remaining 100,792 RSUs vest in equal installments on September 17, 2015, September 17, 2016, September 17, 2017 and September 17, 2018 and are settled on each applicable vesting date.
- F2Mr. Hayek is the sole trustee of the Andrew Hayek 2008 Living Trust, which directly owns all of the Common Stock, RSUs and options to purchase Common Stock reported herein.
- F3The 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.
- F4180,487 of the options are performance-based options and, as of September 16, 2013, became fully vested. The remaining 110,488 options are time-based options and, as of July 24, 2013, became fully vested.
- F5109,756 of the options are performance-based options and, as of September 16, 2013, became fully vested. The remaining 65,854 options are time-based options which vested in equal installments on March 24, 2011, March 24, 2012 and March 24, 2013.
- F6All of the options are time-based options which are scheduled to vest in equal installments on March 24, 2014 and March 24, 2015.
- F7All 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.
- F8All 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.