SEC Form 4 · accession 0000904454-18-000795
Surgery Partners, Inc. · SGRY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Wayne S DeVeydt
Officer — Chief Executive Officer · Director
Period of report
Dec 16, 2018
Accepted (ET)
Dec 18, 2018 · 4:18 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001638833
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F2,F1 | $12.90 | Dec 16, 2018 | D | 200,000 | D | — | Jan 4, 2028 | Common Stock | 200,000 | 500,000 | D |
| Stock Appreciation RightF3 | $12.90 | Dec 16, 2018 | A | 200,000 | A | — | Jan 4, 2028 | Common Stock | 200,000 | 200,000 | D |
Explanation of responses
- F1Fifty percent of the options will vest in five equal annual installments on each of the first five anniversaries of January 4, 2018 (the "time condition"). Twenty-five percent of the options will vest based on satisfaction of the time condition and the achievement of an average closing price per share of the Issuer's Common Stock of $25.00 over a period of sixty consecutive trading days. The remaining twenty-five percent of the options will vest based on satisfaction of the time condition and the achievement of an average closing price per share of the Issuer's Common Stock of $35.00 over a period of sixty consecutive trading days.
- F2This option was granted to the Reporting Person on January 4, 2018 for a total of 700,000 shares of Common Stock. On December 16, 2018 the Issuer canceled a portion of this award, representing 200,000 shares of Common Stock, reducing the amount of the option to 500,000 shares of Common Stock. In exchange for such cancelation, on the same date the Issuer granted to the Reporting Person the stock appreciation rights reported herein.
- F3Fifty percent of the stock appreciation rights will vest in five equal annual installments on each of the first five anniversaries of January 4, 2018 (the "time condition"). Twenty-five percent of the stock appreciation rights will vest based on satisfaction of the time condition and the achievement of an average closing price per share of the Issuer's Common Stock of $25.00 over a period of sixty consecutive trading days. The remaining twenty-five percent of the stock appreciation rights will vest based on satisfaction of the time condition and the achievement of an average closing price per share of the Issuer's Common Stock of $35.00 over a period of sixty consecutive trading days.