SEC Form 4 · accession 0001247524-16-000362
Surgical Care Affiliates, Inc. · SCAI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas C Geiser
Director
Period of report
Feb 24, 2016
Accepted (ET)
Feb 26, 2016 · 2:43 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 | Feb 24, 2016 | M | 11,256 | $10.66 | A | 19,584 | D | |
| Common StockF2,F1 | Feb 24, 2016 | S | 11,256 | $41.07 | D | 8,328 | D | |
| Common StockF3 | holding | — | — | — | 69,783 | 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 StockF4 | $10.66 | Feb 24, 2016 | M | 11,256 | D | — | Jul 23, 2016 | Common Stock | 11,256 | 0 | D |
| Options to Purchase Common StockF5 | $11.08 | holding | — | — | — | — | Jul 1, 2020 | Common Stock | 10,740 | 10,740 | D |
| Options to Purchase Common StockF6 | $12.10 | holding | — | — | — | — | Jul 1, 2021 | Common Stock | 9,921 | 9,921 | D |
Explanation of responses
- F1Includes 8,328 shares of Common Stock underlying Restricted Stock Units ("RSUs") of the issuer. All of the RSUs are subject to time-based vesting. As of February 24, 2016, 5,204 of the RSUs were vested, with the remaining RSUs vesting on the following schedule: 978 RSUs vesting on June 4, 2016, 1,168 RSUs vesting on June 30, 2016 and 978 RSUs vesting on June 4, 2017. Each vested RSU is settled on the earlier of the individual's termination of employment (as defined in the Plan) or a change in control.
- F2This 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 $41.00 to $41.23. 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.
- F3Mr. Geiser is a trustee of The Geiser Schweers Family Trust u/a/d 6/8/98, as amended, which is the sole member of TDK Management Company, LLC, which is the general partner of TDK Properties, L.P., which directly owns all of the securities reported on this line.
- F4The options became vested as to all of the shares of Common Stock underlying such options on June 29, 2010 and became exercisable on September 16, 2013.
- F5The options became vested as to all of the shares of Common Stock underlying such options on June 29, 2011 and became exercisable on September 16, 2013.
- F6The options became vested as to all of the shares of Common Stock underlying such options on June 29, 2012 and became exercisable on September 16, 2013.