SEC Form 4 · accession 0001247524-16-000374
Surgical Care Affiliates, Inc. · SCAI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Richard L. Sharff Jr.
Officer — General Counsel
Period of report
Mar 2, 2016
Accepted (ET)
Mar 4, 2016 · 6:20 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 | 9,333 | $0.00 | A | 39,742 | 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 StockF10 | $41.25 | Mar 2, 2016 | A | 12,067 | A | — | Mar 2, 2026 | Common Stock | 12,067 | 12,067 | D |
| Options to Purchase Common StockF3 | $12.10 | holding | — | — | — | — | Jun 29, 2017 | Common Stock | 6,693 | 6,693 | D |
| Options to Purchase Common StockF4 | $13.94 | holding | — | — | — | — | Mar 6, 2022 | Common Stock | 6,413 | 6,413 | D |
| Options to Purchase Common StockF5 | $11.48 | holding | — | — | — | — | Mar 6, 2022 | Common Stock | 12,824 | 12,824 | D |
| Options to Purchase Common StockF6 | $12.41 | holding | — | — | — | — | May 6, 2023 | Common Stock | 24,390 | 24,390 | D |
| Options to Purchase Common StockF7 | $29.02 | holding | — | — | — | — | Sep 17, 2024 | Common Stock | 21,106 | 21,106 | D |
| Options to Purchase Common StockF8 | $38.35 | holding | — | — | — | — | Jun 4, 2025 | Common Stock | 15,884 | 15,884 | 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.
- F10The option provides for vesting in equal annual installments on March 2, 2017, March 2, 2018, March 2, 2019 and March 2, 2020.
- F2Includes 32,956 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: 2,966 RSUs vesting on June 4, 2016, 3,920 RSUs vesting on September 17, 2016, 2,334 RSUs vesting on March 2, 2017, 2,966 RSUs vesting on June 4, 2017, 3,920 RSUs vesting on September 17, 2017, 2,333 RSUs vesting on March 2, 2018, 2,966 RSUs vesting on June 4, 2018, 3,919 RSUs vesting on September 17, 2018, 2,333 RSUs vesting on March 2, 2019, 2,966 RSUs vesting on June 4, 2019 and 2,333 RSUs vesting on March 2, 2020.
- F3All of the options are performance-based options and, as of September 16, 2013, became fully vested.
- F4All of the options are time-based options which, as of March 6, 2013, were fully vested.
- F5The option provides for vesting in equal annual installments on March 6, 2015 and March 6, 2016.
- F6The option provides for vesting in equal annual installments on May 6, 2014, May 6, 2015, May 6, 2016 and May 6, 2017.
- F7The option provides for vesting in equal annual installments on September 17, 2015, September 17, 2016, September 17, 2017 and September 17, 2018.
- F8The option provides for vesting in equal annual installments on June 4, 2016, June 4, 2017, June 4, 2018 and June 4, 2019.
- F9Grant 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.