SEC Form 3 · accession 0000899243-17-021353
Surgery Partners, Inc. · SGRY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
BAIN CAPITAL INVESTORS LLC
Director · 10% Owner
BCPE Seminole Holdings LP
Director · 10% Owner
BCPE Seminole GP LLC
Director · 10% Owner
Period of report
Aug 31, 2017
Accepted (ET)
Sep 1, 2017 · 4:20 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001638833
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.01 per shareF1,F2,F3 | holding | — | — | — | 26,455,651 | I | See Footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Convertible Perpetual Participating Preferred StockF4,F2,F3,F5,F6 | — | holding | — | — | — | — | — | Common Stock, par value $0.01 per share | 16,315,789 | — | I |
Explanation of responses
- F1On August 31, 2017, BCPE Seminole Holdings LP ("BCPE Holdings") purchased 26,455,651 shares of common stock from H.I.G. Surgery Centers, LLC ("HIG") pursuant to the Stock Purchase Agreement, dated as of May 9, 2017, by and among Holdings, Surgery Partners, Inc. (the "Issuer"), H.I.G. Bayside Debt & LBO Fund II L.P. and HIG.
- F2The securities reported in this Form 3 are held directly by BCPE Holdings. Bain Capital Investors, LLC ("BCI") is the sole member of BCPE Seminole GP LLC ("BCPE GP"), which is the general partner of BCPE Holdings. As a result, BCPE GP may be deemed to share voting and dispositive power with respect to the securities held by BCPE Holdings. BCPE GP disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
- F3The governance, investment strategy and decision-making process with respect to investments held by BCPE Holdings is directed by the Global Private Equity Board of BCI. As a result, BCI may be deemed to share voting and dispositive power with respect to the securities held by BCPE Holdings. BCI disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
- F4On August 31, 2017, BCPE Holdings acquired 310,000 shares of 10.00% Series A Convertible Perpetual Participating Preferred Stock (the "Series A Preferred Stock") from the Issuer.
- F5Each share of Series A Preferred Stock is convertible at any time, at the election of the holder, into the number of shares of common stock of the Issuer equal to the quotient obtained by dividing (a) the accrued value of such share of Series A Preferred Stock (initially, $1,000) plus any accrued but uncompounded dividends on such share by (b) the $19.00 conversion price, subject to certain anti-dilution adjustments in accordance with the terms set forth in the Series A Preferred Stock Certificate of Designation. Dividends accrue daily and compound quarterly on March 31, June 30, September 30 and December 31 of each year and are added to the accrued value of a share and, therefore, the number of shares of common stock into which each share of Series A Preferred Stock may be converted will increase over time.
- F6The Series A Preferred Stock has no expiration date.