SEC Form 4 · accession 0001247524-16-000326
Surgical Care Affiliates, Inc. · SCAI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael A. Rucker
Officer — Chief Operating Officer
Period of report
Jan 4, 2016
Accepted (ET)
Jan 6, 2016 · 4:49 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 | Jan 4, 2016 | M | 16,000 | $11.18 | A | 94,998 | D | |
| Common StockF3,F1 | Jan 4, 2016 | S | 16,000 | $38.99 | D | 78,998 | 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 StockF6 | $11.18 | Jan 4, 2016 | M | 16,000 | D | — | Mar 24, 2020 | Common Stock | 16,000 | 10,184 | D |
| Options to Purchase Common StockF4 | $12.10 | holding | — | — | — | — | Sep 15, 2018 | Common Stock | 53,500 | 53,500 | D |
| Options to Purchase Common StockF5 | $12.10 | holding | — | — | — | — | Jul 23, 2019 | Common Stock | 37,765 | 37,765 | D |
| Options to Purchase Common StockF7 | $11.18 | holding | — | — | — | — | Feb 8, 2021 | Common Stock | 13,659 | 13,659 | D |
| Options to Purchase Common StockF8 | $8.72 | holding | — | — | — | — | Feb 8, 2021 | Common Stock | 1,951 | 1,951 | D |
| Options to Purchase Common StockF9 | $13.94 | holding | — | — | — | — | Mar 6, 2022 | Common Stock | 23,696 | 23,696 | D |
| Options to Purchase Common StockF10 | $11.48 | holding | — | — | — | — | Mar 6, 2022 | Common Stock | 71,085 | 71,085 | D |
| Options to Purchase Common StockF11 | $12.41 | holding | — | — | — | — | May 6, 2023 | Common Stock | 73,170 | 73,170 | D |
| Options to Purchase Common StockF12 | $29.02 | holding | — | — | — | — | Sep 17, 2024 | Common Stock | 36,182 | 36,182 | D |
| Options to Purchase Common StockF13 | $38.35 | holding | — | — | — | — | Jun 4, 2025 | Common Stock | 28,365 | 28,365 | D |
Explanation of responses
- F1Includes 41,345 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 March 6, 2014, March 6, 2015 and March 6, 2016.
- F11All 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.
- F12All 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.
- F13All 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 September 16, 2015, which plan became effective November 6, 2015.
- 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 $38.61 to $39.25. 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.
- F426,750 of the options are performance-based options and, as of September 16, 2013, became fully vested. The remaining 26,750 options are time-based options which, as of September 15, 2013, were fully vested.
- F520,980 of the options are performance-based options and, as of September 16, 2013, became fully vested. The remaining 16,785 options are time-based options which, as of July 23, 2013, were fully vested.
- F6All of the options are performance-based options and, as of September 16, 2013, became fully vested.
- F79,756 of the options are performance-based options and, as of September 16, 2013, became fully vested. The remaining 3,903 options are time-based options which, as of February 8, 2013, were fully vested.
- F8All of the options are time-based options which are scheduled to vest on February 8, 2016.
- F9All of the options are time-based options which, as of March 6, 2013, were fully vested.