SEC Form 4 · accession 0001247524-16-000426
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
Sep 17, 2015
Accepted (ET)
Mar 17, 2016 · 4:05 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 StockF1,F2 | Sep 17, 2015 | F | 1,602 | $38.12 | D | 38,140 | 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 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 |
| Options to Purchase Common StockF9 | $41.25 | holding | — | — | — | — | Mar 2, 2026 | Common Stock | 12,067 | 12,067 | D |
Explanation of responses
- F1Represents 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).
- 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.
- F5All of the options are time-based options which, as of March 6, 2016, were fully vested.
- 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.
- F9The option provides for vesting in equal annual installments on March 2, 2017, March 2, 2018, March 2, 2019 and March 2, 2020.