SEC Form 4 · accession 0001247524-16-000424
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
Sep 17, 2015
Accepted (ET)
Mar 17, 2016 · 4:03 pm EDT
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 StockF2,F3,F4 | Sep 17, 2015 | F | 11,831 | $38.12 | D | 279,732 | I | See Explanation of Responses |
| Common StockF1 | holding | — | — | — | 54,545 | 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 StockF4,F5 | $10.25 | holding | — | — | — | — | Apr 21, 2018 | Common Stock | 169,763 | 169,763 | I |
| Options to Purchase Common StockF4,F6 | $11.18 | holding | — | — | — | — | Mar 24, 2020 | Common Stock | 175,610 | 175,610 | I |
| Options to Purchase Common StockF4,F7 | $8.72 | holding | — | — | — | — | Mar 24, 2020 | Common Stock | 43,902 | 43,902 | I |
| Options to Purchase Common StockF4,F8 | $12.41 | holding | — | — | — | — | May 6, 2023 | Common Stock | 182,926 | 182,926 | I |
| Options to Purchase Common StockF4,F9 | $29.02 | holding | — | — | — | — | Sep 17, 2024 | Common Stock | 135,682 | 135,682 | I |
| Options to Purchase Common StockF4,F10 | $38.35 | holding | — | — | — | — | Jun 4, 2025 | Common Stock | 102,113 | 102,113 | I |
Explanation of responses
- F1Includes 54,545 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: 13,637 RSUs vesting on March 2, 2017, 13,636 RSUs vesting on March 2, 2018, 13,636 RSUs vesting on March 2, 2019 and 13,636 RSUs vesting on March 2, 2020.
- F10The option provides for vesting in equal annual installments on June 4, 2016, June 4, 2017, June 4, 2018 and June 4, 2019.
- F2Represents shares of Common Stock withheld by the issuer to satisfy tax withholding obligations incident to the vesting and settlement on September 17, 2015 of restricted stock units of the issuer issued in accordance with Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Such deemed disposition is exempt from Section 16(b) of the Exchange Act pursuant to Rule 16b-3(e).
- F3Includes 220,157 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, 68,292 of the RSUs were vested, with the remaining RSUs vesting on the following schedule: 19,068 RSUs vesting on June 4, 2016, 25,198 RSUs vesting on September 17, 2016, 19,068 RSUs vesting on June 4, 2017, 25,198 RSUs vesting on September 17, 2017, 19,068 RSUs vesting on June 4, 2018, 25,198 RSUs vesting on September 17, 2018 and 19,067 RSUs vesting on June 4, 2019. Each vested RSU is settled on the earlier of the individual's termination of employment (as defined in the Surgical Care Affiliates, Inc. 2013 Omnibus Long-Term Incentive Plan, as amended) or a change in control of the issuer.
- F4Mr. Hayek is the sole trustee of the Andrew Hayek 2008 Living Trust, which directly owns all of the securities reported on this line.
- 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.
- F8The option provides for vesting in equal annual installments on May 6, 2014, May 6, 2015, May 6, 2016 and May 6, 2017.
- F9The option provides for vesting in equal annual installments on September 17, 2015, September 17, 2016, September 17, 2017 and September 17, 2018.