SEC Form 3 · accession 0000899243-17-021357
Surgery Partners, Inc. · SGRY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Christopher R Gordon
Director · 10% Owner
Period of report
Aug 31, 2017
Accepted (ET)
Sep 1, 2017 · 4:21 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 | holding | — | — | — | 26,455,651 | I | See footnote |
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 StockF3,F2,F4,F5 | — | holding | — | — | — | — | — | Common Stock, par value $0.01 per share | 16,315,789 | — | I |
Explanation of responses
- F1Represents 26,445,651 shares of common stock that BCPE Seminole Holdings LP ("BCPE Holdings") purchased 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, which is the general partner of BCPE Holdings. The 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. Christopher Gordon is a Managing Director of BCI. By virtue of the relationships described in these footnotes, Mr. Gordon may be deemed to share voting and dispositive power with respect to the securities held by BCPE Holdings. Mr. Gordon disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
- F3Represents 310,000 shares of 10.00% Series A Convertible Perpetual Participating Preferred Stock (the "Series A Preferred Stock") that BCPE Holdings acquired from the Issuer.
- F4Each 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.
- F5The Series A Preferred Stock has no expiration date.