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