SEC Form 4 · accession 0001590503-17-000053

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

Mar 2, 2017

Accepted (ET)

Mar 6, 2017 · 4:56 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 Stock^F1	Mar 2, 2017	F	1,246	$56.64	D	51,876	D
Common Stock^F2,F3	Mar 2, 2017	A	9,710	$0.00	A	61,586	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 Stock^F11	$56.64	Mar 2, 2017	A	11,516	A	—	Mar 2, 2027	Common Stock	11,516	11,516	D
Options to Purchase Common Stock^F4	$13.94	holding	—	—	—	—	Mar 6, 2022	Common Stock	6,098	6,098	D
Options to Purchase Common Stock^F5	$11.48	holding	—	—	—	—	Mar 6, 2022	Common Stock	18,292	18,292	D
Options to Purchase Common Stock^F6	$12.41	holding	—	—	—	—	May 6, 2023	Common Stock	53,658	53,658	D
Options to Purchase Common Stock^F7	$29.02	holding	—	—	—	—	Sep 17, 2024	Common Stock	30,152	30,152	D
Options to Purchase Common Stock^F8	$38.35	holding	—	—	—	—	Jun 4, 2025	Common Stock	22,692	22,692	D
Options to Purchase Common Stock^F9	$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 March 2, 2017 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).
F10Grant of options to purchase shares of Common Stock of the issuer pursuant to the Plan, which is exempt under Rule 16b-3(d) of the Exchange Act.
F11The option provides for vesting in equal annual installments on March 2, 2018, March 2, 2019, March 2, 2020 and March 2, 2021.
F2Grant of restricted stock units of the issuer, vesting ratably in equal annual installments over a period of four years from March 2, 2017, pursuant to the Surgical Care Affiliates, Inc. 2016 Omnibus Long-Term Incentive Plan (the "Plan"), which is exempt under Rule 16b-3(d) of the Exchange Act.
F3Includes 43,618 shares of Common Stock underlying restricted stock units ("RSUs") of the issuer, all of which are subject to time-based vesting. The RSUs vest on the following schedule and are settled on each applicable vesting date: 4,237 RSUs vesting on June 4, 2017, 5,599 RSUs vesting on September 17, 2017, 5,761 RSUs vesting on March 2, 2018, 4,237 RSUs vesting on June 4, 2018, 5,599 RSUs vesting on September 17, 2018, 5,761 RSUs vesting on March 2, 2019, 4,237 RSUs vesting on June 4, 2019, 5,760 RSUs vesting on March 2, 2020 and 2,427 RSUs vesting on March 2, 2021.
F4All of the options are time-based options which, as of March 6, 2013, were fully vested.
F5All of the options are time-based options which, as of March 6, 2016, were fully vested.
F6The option provides for vesting in equal annual installments on May 6, 2014, May 6, 2015, May 6, 2016 and May 6, 2017.
F7The option provides for vesting in equal annual installments on September 17, 2015, September 17, 2016, September 17, 2017 and September 17, 2018.
F8The option provides for vesting in equal annual installments on June 4, 2016, June 4, 2017, June 4, 2018 and June 4, 2019.
F9The option provides for vesting in equal annual installments on March 2, 2017, March 2, 2018, March 2, 2019 and March 2, 2020.