SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
HAYEK ANDREW P

(Last) (First) (Middle)
C/O SURGICAL CARE AFFILIATES, INC.,
520 LAKE COOK ROAD, SUITE 250

(Street)
DEERFIELD IL 60015

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Surgical Care Affiliates, Inc. [ SCAI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
01/25/2016
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 01/25/2016 M 13,468 A $10.25 305,031 (1) I See Explanation of Responses (2)
Common Stock 01/25/2016 S (3) 13,468 D $40.33 (4) 291,563 (1) I See Explanation of Responses (2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Options to Purchase Common Stock $10.25 01/25/2016 M 13,468 (5) 04/21/2018 Common Stock 13,468 $0 183,231 I See Explanation of Responses (2)
Options to Purchase Common Stock $11.18 (6) 03/24/2020 Common Stock 175,610 175,610 I See Explanation of Responses (2)
Options to Purchase Common Stock $8.72 (7) 03/24/2020 Common Stock 43,902 43,902 I See Explanation of Responses (2)
Options to Purchase Common Stock $12.41 (8) 05/06/2023 Common Stock 182,926 182,926 I See Explanation of Responses (2)
Options to Purchase Common Stock $29.02 (9) 09/17/2024 Common Stock 135,682 135,682 I See Explanation of Responses (2)
Options to Purchase Common Stock $38.35 (10) 06/04/2025 Common Stock 102,113 102,113 I See Explanation of Responses (2)
Explanation of Responses:
1. Includes 220,157 Restricted Stock Units ("RSUs"), all of which are subject to time-based vesting. As of January 25, 2016, 68,292 of the RSUs were vested and are settled on the earlier of the individual's termination of employment or a change in control and the remaining 151,865 RSUs vest in equal annual installments over a period of four years from their respective grant dates and are settled on each applicable vesting date.
2. Mr. Hayek is the sole trustee of the Andrew Hayek 2008 Living Trust, which directly owns all of the securities reported on this line.
3. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 30, 2015.
4. This price represents the weighted average sale price (rounded to the nearest cent) for multiple transactions reported on this line. The prices of the transactions reported on this line ranged from $39.76 to $40.71. Upon request by the Commission staff, the issuer or a security holder of the issuer, the reporting person will undertake to provide full information regarding the number of shares sold at each separate price.
5. 180,487 of the options are performance-based options and, as of September 16, 2013, became fully vested. The remaining 2,744 options are time-based options and, as of July 24, 2013, became fully vested.
6. 109,756 of the options are performance-based options and, as of September 16, 2013, became fully vested. The remaining 65,854 options are time-based options which, as of March 24, 2013, were fully vested.
7. All of the options are time-based options which, as of March 24, 2015, were fully vested.
8. All of the options are time-based options which are scheduled to vest in equal installments on May 6, 2014, May 6, 2015, May 6, 2016 and May 6, 2017.
9. All of the options are time-based options which are scheduled to vest in equal installments on September 17, 2015, September 17, 2016, September 17, 2017 and September 17, 2018.
10. All of the options are time-based options which are scheduled to vest in equal installments on June 4, 2016, June 4, 2017, June 4, 2018 and June 4, 2019.
Remarks:
/s/ Richard L. Sharff, Jr., by power of attorney 01/27/2016
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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