SEC Form 4 · accession 0001247524-16-000372
Surgical Care Affiliates, Inc. · SCAI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Joseph T Clark
Officer — Chief Development Officer
Period of report
Mar 2, 2016
Accepted (ET)
Mar 4, 2016 · 6:18 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 | 13,333 | $0.00 | A | 59,147 | 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 StockF9 | $41.25 | Mar 2, 2016 | A | 17,237 | A | — | Mar 2, 2026 | Common Stock | 17,237 | 17,237 | D |
| Options to Purchase Common StockF3 | $13.94 | holding | — | — | — | — | Mar 6, 2022 | Common Stock | 6,098 | 6,098 | D |
| Options to Purchase Common StockF4 | $11.48 | holding | — | — | — | — | Mar 6, 2022 | Common Stock | 18,292 | 18,292 | D |
| Options to Purchase Common StockF5 | $12.41 | holding | — | — | — | — | May 6, 2023 | Common Stock | 53,658 | 53,658 | D |
| Options to Purchase Common StockF6 | $29.02 | holding | — | — | — | — | Sep 17, 2024 | Common Stock | 30,152 | 30,152 | D |
| Options to Purchase Common StockF7 | $38.35 | holding | — | — | — | — | Jun 4, 2025 | Common Stock | 22,692 | 22,692 | 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.
- F2Includes 47,080 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: 4,238 RSUs vesting on June 4, 2016, 5,600 RSUs vesting on September 17, 2016, 3,334 RSUs vesting on March 2, 2017, 4,237 RSUs vesting on June 4, 2017, 5,599 RSUs vesting on September 17, 2017, 3,333 RSUs vesting on March 2, 2018, 4,237 RSUs vesting on June 4, 2018, 5,599 RSUs vesting on September 17, 2018, 3,333 RSUs vesting on March 2, 2019, 4,237 RSUs vesting on June 4, 2019 and 3,333 RSUs vesting on March 2, 2020.
- F3All of the options are time-based options and, as of March 6, 2013, became fully vested.
- F4The option provides for vesting in equal annual installments on March 6, 2014, March 6, 2015 and March 6, 2016.
- F5The option provides for vesting in equal annual installments on May 6, 2014, May 6, 2015, May 6, 2016 and May 6, 2017.
- F6The option provides for vesting in equal annual installments on September 17, 2015, September 17, 2016, September 17, 2017 and September 17, 2018.
- F7The option provides for vesting in equal annual installments on June 4, 2016, June 4, 2017, June 4, 2018 and June 4, 2019.
- F8Grant 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.
- F9The option provides for vesting in equal annual installments on March 2, 2017, March 2, 2018, March 2, 2019 and March 2, 2020.