SEC Form 4 · accession 0001590503-17-000059
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
Mar 2, 2017
Accepted (ET)
Mar 6, 2017 · 5:02 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 | 1,713 | $56.64 | D | 85,546 | D | |
| Common StockF2,F3 | Mar 2, 2017 | A | 12,138 | $0.00 | A | 97,684 | 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 StockF14 | $56.64 | Mar 2, 2017 | A | 14,396 | A | — | Mar 2, 2027 | Common Stock | 14,396 | 14,396 | 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 StockF8 | $11.48 | holding | — | — | — | — | Mar 6, 2022 | Common Stock | 24,928 | 24,928 | 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
- 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).
- 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.
- F13Grant 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.
- F14The 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 53,965 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: 5,297 RSUs vesting on June 4, 2017, 6,719 RSUs vesting on September 17, 2017, 7,202 RSUs vesting on March 2, 2018, 5,296 RSUs vesting on June 4, 2018, 6,719 RSUs vesting on September 17, 2018, 7,202 RSUs vesting on March 2, 2019, 5,296 RSUs vesting on June 4, 2019, 7,200 RSUs vesting on March 2, 2020 and 3,034 RSUs vesting on March 2, 2021.
- 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 full 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.