SEC Form 4 · accession 0001590503-17-000035
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
Feb 23, 2017
Accepted (ET)
Feb 24, 2017 · 4:00 pm EST
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 | Feb 23, 2017 | M | 6,693 | $12.10 | A | 41,839 | D | |
| Common StockF1 | Feb 23, 2017 | M | 12,824 | $11.48 | A | 54,663 | D | |
| Common StockF3,F1 | Feb 23, 2017 | S | 19,517 | $56.73 | D | 35,146 | 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 StockF4 | $12.10 | Feb 23, 2017 | M | 6,693 | D | — | Jun 29, 2017 | Common Stock | 6,693 | 0 | D |
| Options to Purchase Common StockF6 | $11.48 | Feb 23, 2017 | M | 12,824 | D | — | Mar 6, 2022 | Common Stock | 12,824 | 0 | D |
| Options to Purchase Common StockF5 | $13.94 | holding | — | — | — | — | Mar 6, 2022 | Common Stock | 6,413 | 6,413 | D |
| Options to Purchase Common StockF7 | $12.41 | holding | — | — | — | — | May 6, 2023 | Common Stock | 24,390 | 24,390 | D |
| Options to Purchase Common StockF8 | $29.02 | holding | — | — | — | — | Sep 17, 2024 | Common Stock | 21,106 | 21,106 | D |
| Options to Purchase Common StockF9 | $38.35 | holding | — | — | — | — | Jun 4, 2025 | Common Stock | 15,884 | 15,884 | D |
| Options to Purchase Common StockF10 | $41.25 | holding | — | — | — | — | Mar 2, 2026 | Common Stock | 12,067 | 12,067 | D |
Explanation of responses
- F1Includes 26,070 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: 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.
- F10The 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.
- 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 $56.65 to $56.80. 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.
- F4All of the options are performance-based options and, as of September 16, 2013, were fully vested.
- F5All of the options are time-based options which, as of March 6, 2013, were fully vested.
- F6All of the options are time-based options which, as of March 6, 2016, 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.