SEC Form 4 · accession 0001247524-15-000282
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
Nov 2, 2015
Accepted (ET)
Nov 3, 2015 · 4:45 pm EST
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 | Nov 2, 2015 | M | 3,367 | $10.25 | A | 297,730 | I | See Explanation of Responses |
| Common StockF1,F2 | Nov 2, 2015 | S | 3,367 | $32.00 | D | 294,363 | 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 | Nov 2, 2015 | M | 3,367 | D | — | Apr 21, 2018 | Common Stock | 3,367 | 233,736 | 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 |
| Options to Purchase Common StockF10,F2,F9 | $38.35 | holding | — | — | — | — | Jun 4, 2025 | Common Stock | 102,113 | 102,113 | I |
Explanation of responses
- F1Includes 220,157 Restricted Stock Units ("RSUs"), all of which are subject to time-based vesting. 76,271 of these RSUs were previously held directly by the reporting person and transferred to the Andrew Hayek 2008 Living Trust on October 5, 2015. As of November 2, 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 151,865 RSUs vest in equal annual installments over a period of four years from their respective grant dates and are settled on each applicable vesting date.
- F10The options were previously held directly by the reporting person and transferred to the Andrew Hayek 2008 Living Trust on October 5, 2015.
- F2Mr. Hayek is the sole trustee of the Andrew Hayek 2008 Living Trust, which directly owns all of the securities reported on this line.
- F3The 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.
- F4180,487 of the options are performance-based options and, as of September 16, 2013, became fully vested. The remaining 53,249 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, as of March 24, 2013, were fully vested.
- F6All of the options are time-based options which, as of March 24, 2015, were fully vested.
- 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.
- F9All 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.