SEC Form 4 · accession 0001247524-15-000288
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 10, 2015
Accepted (ET)
Nov 12, 2015 · 2:14 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 10, 2015 | M | 3,367 | $10.25 | A | 297,730 | I | See Explanation of Responses |
| Common StockF1,F2 | Nov 10, 2015 | S | 3,367 | $36.00 | 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 10, 2015 | M | 3,367 | D | — | Apr 21, 2018 | Common Stock | 3,367 | 227,002 | 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 StockF2,F9 | $38.35 | holding | — | — | — | — | Jun 4, 2025 | Common Stock | 102,113 | 102,113 | I |
Explanation of responses
- F1Includes 194,959 Restricted Stock Units ("RSUs"), all of which are subject to time-based vesting. As of November 10, 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 126,667 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.
- 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 46,515 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.