SEC Form 4 · accession 0001247524-16-000504
Surgical Care Affiliates, Inc. · SCAI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael A. Rucker
Officer — Chief Operating Officer
Period of report
Jul 5, 2016
Accepted (ET)
Jul 7, 2016 · 11:59 am 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 | Jul 5, 2016 | M | 17,500 | $11.48 | A | 107,831 | D | |
| Common StockF3,F1 | Jul 5, 2016 | S | 17,500 | $47.35 | D | 90,331 | 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 StockF8 | $11.48 | Jul 5, 2016 | M | 17,500 | D | — | Mar 6, 2022 | Common Stock | 17,500 | 42,428 | D |
| Options to Purchase Common StockF4 | $12.10 | holding | — | — | — | — | Sep 15, 2018 | Common Stock | 53,500 | 53,500 | D |
| Options to Purchase Common StockF5 | $12.10 | holding | — | — | — | — | Jul 23, 2019 | Common Stock | 37,765 | 37,765 | D |
| Options to Purchase Common StockF6 | $8.72 | holding | — | — | — | — | Feb 8, 2021 | Common Stock | 1,951 | 1,951 | D |
| Options to Purchase Common StockF7 | $13.94 | holding | — | — | — | — | Mar 6, 2022 | Common Stock | 23,696 | 23,696 | D |
| Options to Purchase Common StockF9 | $12.41 | holding | — | — | — | — | May 6, 2023 | Common Stock | 73,170 | 73,170 | D |
| Options to Purchase Common StockF10 | $29.02 | holding | — | — | — | — | Sep 17, 2024 | Common Stock | 36,182 | 36,182 | D |
| Options to Purchase Common StockF11 | $38.35 | holding | — | — | — | — | Jun 4, 2025 | Common Stock | 28,365 | 28,365 | D |
| Options to Purchase Common StockF12 | $41.25 | holding | — | — | — | — | Mar 2, 2026 | Common Stock | 21,550 | 21,550 | D |
Explanation of responses
- F1Includes 52,714 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: 6,720 RSUs vesting on September 17, 2016, 4,167 RSUs vesting on March 2, 2017, 5,297 RSUs vesting on June 4, 2017, 6,719 RSUs vesting on September 17, 2017, 4,167 RSUs vesting on March 2, 2018, 5,296 RSUs vesting on June 4, 2018, 6,719 RSUs vesting on September 17, 2018, 4,167 RSUs vesting on March 2, 2019, 5,296 RSUs vesting on June 4, 2019 and 4,166 RSUs vesting on March 2, 2020.
- F10The option provides for vesting in equal annual installments on September 17, 2015, September 17, 2016, September 17, 2017 and September 17, 2018.
- F11The option provides for vesting in equal annual installments on June 4, 2016, June 4, 2017, June 4, 2018 and June 4, 2019.
- F12The option provides for vesting in equal annual installments on March 2, 2017, March 2, 2018, March 2, 2019 and March 2, 2020.
- F2The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 16, 2015, which plan became effective November 6, 2015.
- F3This price represents the weighted average sale price (rounded to the nearest cent) for multiple transactions reported on this line. The prices of the transactions reported on this line ranged from $46.94 to $47.67. Upon request by the Commission staff, the issuer or a security holder of the issuer, the reporting person will undertake to provide full information regarding the number of shares sold at each separate price.
- 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 February 8, 2016, were fully vested.
- F7All of the options are time-based options which, as of March 6, 2013, were fully vested.
- F8All of the options are time-based options which, as of March 6, 2016, were fully vested.
- F9The option provides for vesting in equal annual installments on May 6, 2014, May 6, 2015, May 6, 2016 and May 6, 2017.