SEC Form 4 · accession 0001247524-16-000376
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
Mar 2, 2016
Accepted (ET)
Mar 4, 2016 · 6:23 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 | 2,182 | $0.00 | A | 10,510 | 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 | $11.08 | holding | — | — | — | — | Jul 1, 2020 | Common Stock | 10,740 | 10,740 | D |
| Options to Purchase Common StockF5 | $12.10 | holding | — | — | — | — | Jul 1, 2021 | Common Stock | 9,921 | 9,921 | D |
Explanation of responses
- F1Grant of restricted stock units of the issuer, vesting ratably in equal annual installments over a period of two years from March 2, 2016, pursuant to the Surgical Care Affiliates, Inc. 2013 Omnibus Long-Term Incentive Plan (as amended, the "Plan"), which is exempt under Rule 16b-3(d) of the Securities Exchange Act of 1934, as amended.
- F2Includes 10,510 shares of Common Stock underlying restricted stock units ("RSUs") of the issuer, all of which are subject to time-based vesting. As of the date hereof, 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, 1,091 RSUs vesting on March 2, 2017, 978 RSUs vesting on June 4, 2017 and 1,091 RSUs vesting on March 2, 2018. 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 of the issuer.
- 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, 2011 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, 2012 and became exercisable on September 16, 2013.