SEC Form 4 · accession 0001247524-16-000364
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
Feb 25, 2016
Accepted (ET)
Feb 26, 2016 · 2:46 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 | Feb 25, 2016 | M | 13,468 | $10.25 | A | 305,031 | I | See Explanation of Responses |
| Common StockF4,F1,F2 | Feb 25, 2016 | S | 13,468 | $42.62 | D | 291,563 | 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,F5 | $10.25 | Feb 25, 2016 | M | 13,468 | D | — | Apr 21, 2018 | Common Stock | 13,468 | 169,763 | I |
| Options to Purchase Common StockF2,F6 | $11.18 | holding | — | — | — | — | Mar 24, 2020 | Common Stock | 175,610 | 175,610 | I |
| Options to Purchase Common StockF2,F7 | $8.72 | holding | — | — | — | — | Mar 24, 2020 | Common Stock | 43,902 | 43,902 | I |
| Options to Purchase Common StockF2,F8 | $12.41 | holding | — | — | — | — | May 6, 2023 | Common Stock | 182,926 | 182,926 | I |
| Options to Purchase Common StockF2,F9 | $29.02 | holding | — | — | — | — | Sep 17, 2024 | Common Stock | 135,682 | 135,682 | I |
| Options to Purchase Common StockF2,F10 | $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. As of February 25, 2016, 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.
- F10All 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.
- 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.
- F4This 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 $42.11 to $43.35. 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.
- F5This line contains a combination of both time-based and performance-based options which, as of September 16, 2013, were fully vested.
- F6This line contains a combination of both time-based and performance-based options which, as of September 16, 2013, were fully vested.
- F7All of the options are time-based options which, as of March 24, 2015, were fully vested.
- F8All 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.
- F9All 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.