SEC Form 4 · accession 0001247524-15-000218

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

Jul 31, 2015

Accepted (ET)

Aug 4, 2015 · 12:00 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^F2,F3	Jul 31, 2015	M	3,367	$10.25	A	221,459	I	See Explanation of Responses
Common Stock^F5,F2,F3	Jul 31, 2015	S	3,367	$38.02	D	218,092	I	See Explanation of Responses
Restricted Stock Units^F1	holding	—	—		—	76,271	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^F3,F6	$10.25	Jul 31, 2015	M	3,367	D	—	Apr 21, 2018	Common Stock	3,367	264,039	I
Options to Purchase Common Stock^F3,F7	$11.18	holding	—	—	—	—	Mar 24, 2020	Common Stock	175,610	175,610	I
Options to Purchase Common Stock^F3,F8	$8.72	holding	—	—	—	—	Mar 24, 2020	Common Stock	43,902	43,902	I
Options to Purchase Common Stock^F3,F9	$12.41	holding	—	—	—	—	May 6, 2023	Common Stock	182,926	182,926	I
Options to Purchase Common Stock^F3,F10	$29.02	holding	—	—	—	—	Sep 17, 2024	Common Stock	135,682	135,682	I
Options to Purchase Common Stock^F11	$38.35	holding	—	—	—	—	Jun 4, 2025	Common Stock	102,113	102,113	D

Explanation of responses

F1All of the Restricted Stock Units ("RSUs") of the issuer are subject to time-based vesting in equal installments on June 4, 2016, June 4, 2017, June 4, 2018 and June 4, 2019 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 September 17, 2015, September 17, 2016, September 17, 2017 and September 17, 2018.
F11All 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.
F2Includes 169,084 shares of Common Stock underlying RSUs. All of the RSUs are subject to time-based vesting. As of July 31, 2015, 68,292 of the RSUs were vested and are settled on the earlier of the individual's termination of employment (as defined in the Plan) 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.
F3Mr. Hayek is the sole trustee of the Andrew Hayek 2008 Living Trust, which directly owns all of the securities reported on this line.
F4The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 30, 2015.
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 $38.01 to $38.02. 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.
F6180,487 of the options are performance-based options and, as of September 16, 2013, became fully vested. The remaining 83,552 options are time-based options and, as of July 24, 2013, became fully vested.
F7109,756 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.
F8All of the options are time-based options which, as of March 24, 2015, were fully vested.
F9All 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.