SEC Form 4 · accession 0001590503-16-000119
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, 2016
Accepted (ET)
Sep 20, 2016 · 3:00 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,F3 | Sep 17, 2016 | F | 12,121 | $40.68 | D | 305,938 | I | See Explanation of Responses |
| Common StockF2,F3 | Sep 19, 2016 | M | 7,292 | $10.25 | A | 313,230 | I | See Explanation of Responses |
| Common StockF5,F2,F3 | Sep 19, 2016 | S | 7,292 | $41.64 | D | 305,938 | I | See Explanation of Responses |
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,F6 | $10.25 | Sep 19, 2016 | M | 7,292 | D | — | Apr 21, 2018 | Common Stock | 7,292 | 49,147 | I |
| Options to Purchase Common StockF3,F7 | $11.18 | holding | — | — | — | — | Mar 24, 2020 | Common Stock | 175,610 | 175,610 | I |
| Options to Purchase Common StockF3,F8 | $8.72 | holding | — | — | — | — | Mar 24, 2020 | Common Stock | 43,902 | 43,902 | I |
| Options to Purchase Common StockF3,F9 | $12.41 | holding | — | — | — | — | May 6, 2023 | Common Stock | 182,926 | 182,926 | I |
| Options to Purchase Common StockF3,F10 | $29.02 | holding | — | — | — | — | Sep 17, 2024 | Common Stock | 135,682 | 135,682 | I |
| Options to Purchase Common StockF3,F11 | $38.35 | holding | — | — | — | — | Jun 4, 2025 | Common Stock | 102,113 | 102,113 | I |
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, 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).
- 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.
- F2Includes 230,436 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: 13,637 RSUs vesting on March 2, 2017, 19,068 RSUs vesting on June 4, 2017, 25,198 RSUs vesting on September 17, 2017, 13,636 RSUs vesting on March 2, 2018, 19,068 RSUs vesting on June 4, 2018, 25,198 RSUs vesting on September 17, 2018, 13,636 RSUs vesting on March 2, 2019, 19,067 RSUs vesting on June 4, 2019 and 13,636 RSUs vesting on March 2, 2020.
- F3Mr. Hayek is the sole trustee of the Andrew Hayek 2008 Living Trust, which directly owns all of the securities reported on this line.
- F4The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 30, 2015.
- F5This 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 $41.42 to $41.98. 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.
- F6This line contains a combination of both time-based and performance-based options which, as of September 16, 2013, were fully vested.
- F7This line contains a combination of both time-based and performance-based options which, as of September 16, 2013, were fully vested.
- F8All of the options are time-based options which, as of March 24, 2015, 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.