SEC Form 4 · accession 0001247524-16-000485
Surgical Care Affiliates, Inc. · SCAI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Joseph T Clark
Officer — Chief Development Officer
Period of report
Jun 4, 2016
Accepted (ET)
Jun 7, 2016 · 4:52 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 | Jun 4, 2016 | F | 1,583 | $45.56 | D | 55,472 | 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 | $13.94 | holding | — | — | — | — | Mar 6, 2022 | Common Stock | 6,098 | 6,098 | D |
| Options to Purchase Common StockF4 | $11.48 | holding | — | — | — | — | Mar 6, 2022 | Common Stock | 18,292 | 18,292 | D |
| Options to Purchase Common StockF5 | $12.41 | holding | — | — | — | — | May 6, 2023 | Common Stock | 53,658 | 53,658 | D |
| Options to Purchase Common StockF6 | $29.02 | holding | — | — | — | — | Sep 17, 2024 | Common Stock | 30,152 | 30,152 | D |
| Options to Purchase Common StockF7 | $38.35 | holding | — | — | — | — | Jun 4, 2025 | Common Stock | 22,692 | 22,692 | D |
| Options to Purchase Common StockF8 | $41.25 | holding | — | — | — | — | Mar 2, 2026 | Common Stock | 17,237 | 17,237 | 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 June 4, 2016 of restricted stock units of the issuer previously 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 42,842 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: 5,600 RSUs vesting on September 17, 2016, 3,334 RSUs vesting on March 2, 2017, 4,237 RSUs vesting on June 4, 2017, 5,599 RSUs vesting on September 17, 2017, 3,333 RSUs vesting on March 2, 2018, 4,237 RSUs vesting on June 4, 2018, 5,599 RSUs vesting on September 17, 2018, 3,333 RSUs vesting on March 2, 2019, 4,237 RSUs vesting on June 4, 2019 and 3,333 RSUs vesting on March 2, 2020.
- F3All of the options are time-based options and, as of March 6, 2013, became fully vested.
- F4All of the options are time-based options which, as of March 6, 2016, were fully vested.
- F5The option provides for vesting in equal annual installments on May 6, 2014, May 6, 2015, May 6, 2016 and May 6, 2017.
- F6The option provides for vesting in equal annual installments on September 17, 2015, September 17, 2016, September 17, 2017 and September 17, 2018.
- F7The option provides for vesting in equal annual installments on June 4, 2016, June 4, 2017, June 4, 2018 and June 4, 2019.
- F8The option provides for vesting in equal annual installments on March 2, 2017, March 2, 2018, March 2, 2019 and March 2, 2020.