SEC Form 4 · accession 0001247524-15-000206

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

Jun 25, 2015

Accepted (ET)

Jun 29, 2015 · 10:43 am 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	Jun 25, 2015	M	19,204	$12.10	A	55,345	D
Common Stock^F3,F1	Jun 25, 2015	S	22,070	$38.79	D	33,275	D
Common Stock^F1	Jun 26, 2015	M	19,204	$12.10	A	52,479	D
Common Stock^F4,F1	Jun 26, 2015	S	22,070	$40.20	D	30,409	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	Jun 25, 2015	M	19,204	D	—	Jun 29, 2017	Common Stock	19,204	25,897	D
Options to Purchase Common Stock^F5	$12.10	Jun 26, 2015	M	19,204	D	—	Jun 29, 2017	Common Stock	19,204	6,693	D
Options to Purchase Common Stock^F6	$13.94	holding	—	—	—	—	Mar 6, 2022	Common Stock	6,413	6,413	D
Options to Purchase Common Stock^F7	$11.48	holding	—	—	—	—	Mar 6, 2022	Common Stock	12,824	12,824	D
Options to Purchase Common Stock^F8	$12.41	holding	—	—	—	—	May 6, 2023	Common Stock	24,390	24,390	D
Options to Purchase Common Stock^F9	$29.02	holding	—	—	—	—	Sep 17, 2024	Common Stock	21,106	21,106	D
Options to Purchase Common Stock^F10	$38.35	holding	—	—	—	—	Jun 4, 2025	Common Stock	15,884	15,884	D

Explanation of responses

F1Includes 27,543 shares of Common Stock underlying Restricted Stock Units ("RSUs") of the issuer. All of the RSUs are subject to time-based vesting and vest in equal annual installments over a period of four years from their respective grant dates 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 June 4, 2016, June 4, 2017, June 4, 2018 and June 4, 2019.
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.
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 $37.78 to $39.45. 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 $40.00 to $40.51. 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 time-based options which, as of March 6, 2013, were fully vested.
F7All of the options are time-based options which are scheduled to vest in equal installments on March 6, 2015 and March 6, 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.