0000903423-17-000222.txt : 20170324 0000903423-17-000222.hdr.sgml : 20170324 20170324213318 ACCESSION NUMBER: 0000903423-17-000222 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170324 FILED AS OF DATE: 20170324 DATE AS OF CHANGE: 20170324 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Surgical Care Affiliates, Inc. CENTRAL INDEX KEY: 0001411574 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SPECIALTY OUTPATIENT FACILITIES, NEC [8093] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 510 LAKE COOK ROAD STREET 2: SUITE 400 CITY: DEERFIELD STATE: IL ZIP: 60015 BUSINESS PHONE: 847-236-0921 MAIL ADDRESS: STREET 1: 510 LAKE COOK ROAD STREET 2: SUITE 400 CITY: DEERFIELD STATE: IL ZIP: 60015 FORMER COMPANY: FORMER CONFORMED NAME: ASC Acquisition LLC DATE OF NAME CHANGE: 20070905 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GEISER THOMAS C CENTRAL INDEX KEY: 0001243415 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36154 FILM NUMBER: 17713997 MAIL ADDRESS: STREET 1: C/O SURGICAL CARE AFFILIATES, INC. STREET 2: 520 LAKE COOK ROAD, SUITE 250 CITY: DEERFIELD STATE: IL ZIP: 60015 4 1 geiser.xml OWNERSHIP DOCUMENT X0306 4 2017-03-24 0 0001411574 Surgical Care Affiliates, Inc. SCAI 0001243415 GEISER THOMAS C C/O SURGICAL CARE AFFILIATES, INC. 510 LAKE COOK ROAD, SUITE 400 DEERFIELD IL 60015 1 0 0 0 Common Stock 2017-03-24 4 U 0 69783 D 0 I See Explanation of Responses Common Stock 2017-03-24 4 D 0 11569 D 0 D Options to Purchase Common Stock 11.08 2017-03-24 4 D 0 10740 D 2020-07-01 Common Stock 10740 0 D Options to Purchase Common Stock 12.10 2017-03-24 4 D 0 9921 D 2021-07-01 Common Stock 9921 0 D Disposed of in the exchange offer by Spartan Merger Sub 1, Inc. to acquire all of the outstanding shares of Common Stock (the "Exchange Offer"), pursuant to the Agreement and Plan of Reorganization, dated January 7, 2017, (the "Merger Agreement," and the merger contemplated thereby, the "Merger") by and among Surgical Care Affiliates, Inc. ("SCA"), UnitedHealth Group Incorporated ("UHG"), Spartan Merger Sub 1, Inc., and Spartan Merger Sub 2, LLC. Pursuant to the Merger Agreement, each share of Common Stock was exchanged for $11.40 in cash and a number of shares of UHG common stock equal to $45.60 divided by $169.42 (which represents the volume weighted average of the closing sale prices per share of UHG common stock on the New York Stock Exchange on each of the five full consecutive trading days ending on and including March 21, 2017, the third business day prior to the final expiration date of the Exchange Offer), with the fractional shares being paid in cash, as provided in the Merger Agreement. Mr. Geiser is a trustee of The Geiser Schweers Family Trust u/a/d 6/8/98, as amended, which is the sole member of TDK Management Company, LLC, which is the general partner of TDK Properties, L.P., which directly owns all of the securities reported on this line. Disposed of in the Merger, pursuant to the Merger Agreement. Reflects 11,569 shares of Common Stock underlying restricted stock units ("RSUs") of the issuer, all of which were subject to time-based vesting. Each RSU represents a contingent right to acquire one share of Common Stock. Immediately prior to the effective time of the Merger (the "Effective Time"), all of these RSUs were vested (8,441 of which had previously vested and 3,128 of which vested in connection with the Merger) and settled in shares of Common Stock. Pursuant to the Merger Agreement, at the Effective Time each share of Common Stock was cancelled and converted into the right to receive $11.40 in cash and a number of shares of UHG common stock equal to $45.60 divided by $169.42 (which represents the volume weighted average of the closing sale prices per share of UHG common stock on the New York Stock Exchange on each of the five full consecutive trading days ending on and including March 21, 2017, the third business day prior to the final expiration date of the Exchange Offer), with the fractional shares being paid in cash, as provided in the Merger Agreement. The options became vested as to all of the shares of Common Stock underlying such options on June 29, 2011 and became exercisable on September 16, 2013. Pursuant to the Merger Agreement, at the Effective Time each outstanding SCA stock option was cancelled and converted into an option to purchase UHG common stock (rounded down to the nearest whole number) equal to the product of (x) the number of shares subject to such SCA stock option immediately prior to the Effective Time and (y) $57 divided by $169.42 (which represents the volume weighted average of the closing sale prices per share of UHG common stock on the New York Stock Exchange on each of the five full consecutive trading days ending on and including March 21, 2017, the third business day prior to the final expiration date of the Exchange Offer), rounded down to the nearest whole share (such quotient, the "Equity Award Conversion Ratio"), at an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per share of such SCA stock option immediately prior to the Effective Time divided by (B) the Equity Award Conversion Ratio. The options became vested as to all of the shares of Common Stock underlying such options on June 29, 2012 and became exercisable on September 16, 2013. /s/ Richard L. Sharff, Jr., by power of attorney 2017-03-24