SEC Form 4 · accession 0001247524-16-000466
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
May 10, 2016
Accepted (ET)
May 11, 2016 · 2:10 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 | May 10, 2016 | G | 1,108 | $0.00 | D | 278,624 | 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 StockF3,F4 | $10.25 | holding | — | — | — | — | Apr 21, 2018 | Common Stock | 142,827 | 142,827 | I |
| Options to Purchase Common StockF3,F5 | $11.18 | holding | — | — | — | — | Mar 24, 2020 | Common Stock | 175,610 | 175,610 | I |
| Options to Purchase Common StockF3,F6 | $8.72 | holding | — | — | — | — | Mar 24, 2020 | Common Stock | 43,902 | 43,902 | I |
| Options to Purchase Common StockF3,F7 | $12.41 | holding | — | — | — | — | May 6, 2023 | Common Stock | 182,926 | 182,926 | I |
| Options to Purchase Common StockF3,F8 | $29.02 | holding | — | — | — | — | Sep 17, 2024 | Common Stock | 135,682 | 135,682 | I |
| Options to Purchase Common StockF3,F9 | $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 vest on the following schedule and are settled on each applicable vesting date: 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.
- F2Includes 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 and are 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. The remaining RSUs vest on the following schedule and are settled on each applicable vesting date: 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.
- F3Mr. Hayek is the sole trustee of the Andrew Hayek 2008 Living Trust, which directly owns all of the securities reported on this line.
- F4This line contains a combination of both time-based and performance-based options which, as of September 16, 2013, were fully vested.
- F5This line contains a combination of both time-based and performance-based options which, as of September 16, 2013, were fully vested.
- F6All of the options are time-based options which, as of March 24, 2015, were fully vested.
- F7The option provides for vesting in equal annual installments on May 6, 2014, May 6, 2015, May 6, 2016 and May 6, 2017.
- F8The option provides for vesting in equal annual installments on September 17, 2015, September 17, 2016, September 17, 2017 and September 17, 2018.
- F9The option provides for vesting in equal annual installments on June 4, 2016, June 4, 2017, June 4, 2018 and June 4, 2019.