SEC Form 4 · accession 0001590503-17-000055
Surgical Care Affiliates, Inc. · SCAI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Tom De Weerdt
Officer — Chief Financial Officer
Period of report
Mar 2, 2017
Accepted (ET)
Mar 6, 2017 · 4:59 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 | Mar 2, 2017 | F | 1,097 | $56.64 | D | 29,910 | D | |
| Common StockF2,F3 | Mar 2, 2017 | A | 7,768 | $0.00 | A | 37,678 | 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 StockF6 | $56.64 | Mar 2, 2017 | A | 9,214 | A | — | Mar 2, 2027 | Common Stock | 9,214 | 9,214 | D |
| Options to Purchase Common StockF4 | $41.25 | holding | — | — | — | — | Mar 2, 2026 | Common Stock | 13,792 | 13,792 | 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).
- 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 30,336 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: 7,284 RSUs vesting on May 19, 2017, 4,609 RSUs vesting on March 2, 2018, 7,284 RSUs vesting on May 19, 2018, 4,609 RSUs vesting on March 2, 2019, 4,608 RSUs vesting on March 2, 2020 and 1,942 RSUs vesting on March 2, 2021.
- F4The option provides for vesting in equal annual installments on March 2, 2017, March 2, 2018, March 2, 2019 and March 2, 2020.
- F5Grant 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.
- F6The option provides for vesting in equal annual installments on March 2, 2018, March 2, 2019, March 2, 2020 and March 2, 2021.