SEC Form 4 · accession 0001247524-16-000366
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
Mar 2, 2016
Accepted (ET)
Mar 4, 2016 · 6:12 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 | Mar 2, 2016 | A | 16,667 | $0.00 | A | 95,665 | D | |
| Common StockF2 | Mar 3, 2016 | M | 17,500 | $11.18 | A | 113,165 | D | |
| Common StockF4,F2 | Mar 3, 2016 | S | 17,500 | $41.60 | D | 95,665 | 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 StockF7 | $11.18 | Mar 3, 2016 | M | 10,184 | D | — | Mar 24, 2020 | Common Stock | 10,184 | 0 | D |
| Options to Purchase Common StockF8 | $11.18 | Mar 3, 2016 | M | 7,316 | D | — | Feb 8, 2021 | Common Stock | 7,316 | 6,343 | D |
| Options to Purchase Common StockF16 | $41.25 | Mar 2, 2016 | A | 21,550 | A | — | Mar 2, 2026 | Common Stock | 21,550 | 21,550 | D |
| Options to Purchase Common StockF5 | $12.10 | holding | — | — | — | — | Sep 15, 2018 | Common Stock | 53,500 | 53,500 | D |
| Options to Purchase Common StockF6 | $12.10 | holding | — | — | — | — | Jul 23, 2019 | Common Stock | 37,765 | 37,765 | D |
| Options to Purchase Common StockF9 | $8.72 | holding | — | — | — | — | Feb 8, 2021 | Common Stock | 1,951 | 1,951 | D |
| Options to Purchase Common StockF10 | $13.94 | holding | — | — | — | — | Mar 6, 2022 | Common Stock | 23,696 | 23,696 | D |
| Options to Purchase Common StockF11 | $11.48 | holding | — | — | — | — | Mar 6, 2022 | Common Stock | 71,085 | 71,085 | D |
| Options to Purchase Common StockF12 | $12.41 | holding | — | — | — | — | May 6, 2023 | Common Stock | 73,170 | 73,170 | D |
| Options to Purchase Common StockF13 | $29.02 | holding | — | — | — | — | Sep 17, 2024 | Common Stock | 36,182 | 36,182 | D |
| Options to Purchase Common StockF14 | $38.35 | holding | — | — | — | — | Jun 4, 2025 | Common Stock | 28,365 | 28,365 | D |
Explanation of responses
- F1Grant of restricted stock units of the issuer, vesting ratably in equal annual installments over a period of four years from March 2, 2016, pursuant to the Surgical Care Affiliates, Inc. 2013 Omnibus Long-Term Incentive Plan (as amended), which is exempt under Rule 16b-3(d) of the Securities Exchange Act of 1934, as amended.
- F10All of the options are time-based options which, as of March 6, 2013, were fully vested.
- F11The option provides for vesting in equal annual installments on March 6, 2014, March 6, 2015 and March 6, 2016.
- F12The option provides for vesting in equal annual installments on May 6, 2014, May 6, 2015, May 6, 2016 and May 6, 2017.
- F13The option provides for vesting in equal annual installments on September 17, 2015, September 17, 2016, September 17, 2017 and September 17, 2018.
- F14The option provides for vesting in equal annual installments on June 4, 2016, June 4, 2017, June 4, 2018 and June 4, 2019.
- F15Grant of options to purchase shares of Common Stock of the issuer pursuant to the Surgical Care Affiliates, Inc. 2013 Omnibus Long-Term Incentive Plan (as amended), which is exempt under Rule 16b-3(d) of the Securities Exchange Act of 1934, as amended.
- F16The option provides for vesting in equal annual installments on March 2, 2017, March 2, 2018, March 2, 2019 and March 2, 2020.
- F2Includes 58,011 shares of Common Stock underlying restricted stock units ("RSUs") of the issuer. All of the RSUs are subject to time-based vesting and vest on the following schedule: 5,297 RSUs vesting on June 4, 2016, 6,720 RSUs vesting on September 17, 2016, 4,167 RSUs vesting on March 2, 2017, 5,297 RSUs vesting on June 4, 2017, 6,719 RSUs vesting on September 17, 2017, 4,167 RSUs vesting on March 2, 2018, 5,296 RSUs vesting on June 4, 2018, 6,719 RSUs vesting on September 17, 2018, 4,167 RSUs vesting on March 2, 2019, 5,296 RSUs vesting on June 4, 2019 and 4,166 RSUs vesting on March 2, 2020.
- F3The 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.
- 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 $41.29 to $42.00. 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.
- F7This line contains a combination of both time-based and performance-based options which, as of September 16, 2013, were fully vested.
- F8This line contains a combination of both time-based and performance-based options which, as of September 16, 2013, were fully vested.
- F9All of the options are time-based options which, as of February 8, 2016, were fully vested.