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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Surgical Care Affiliates, Inc. [ SCAI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/15/2014 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 01/15/2014 | M | 195,121 | A | $10.25 | 215,293 | D | |||
Common Stock | 01/15/2014 | F | 108,826 | D | $36.91 | 106,467 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | 01/15/2014 | M | 195,121 | (1) | 06/29/2014 | Common Stock | 195,121 | $0 | 0 | D | ||||
Options to Purchase Common Stock | (2) | (3) | 03/06/2022 | Common Stock | 24,390 | 24,390 | D | ||||||||
Options to Purchase Common Stock | $12.41 | (4) | 05/06/2023 | Common Stock | 53,658 | 53,658 | D |
Explanation of Responses: |
1. 97,560 of the options were performance based and, as of September 16, 2013, were fully vested. The remaining 97,561 options were time-based options and, as of June 29, 2012, were fully vested. |
2. 6,098 vested options have an exercise price equal to $13.94 per option to purchase a share of Common Stock and 18,292 unvested options have an exercise price equal to $11.48 per option to purchase a share of Common Stock. |
3. All of the options are time-based options which are scheduled to vest in equal installments of 25% each on each of March 6, 2013, March 6, 2014, March 6, 2015, and March 6, 2016. |
4. All of the options are time-based options which are scheduled to vest in equal installments of 25% each on each of May 6, 2014, May 6, 2015, May 6, 2016, and May 6, 2017. |
Remarks: |
This transaction was consummated pursuant to the Option Net-Settlement Exercise Agreement, dated October 8, 2013, between the Issuer and the Reporting Person, which agreement granted the Reporting Person the ability to exercise, on a net-settlement basis, his options to purchase Common Stock of the Issuer with an expiration date of June 29, 2014 (the "Options"), beginning on January 1, 2014. Both the disposition of the Options and the acquisition of the underlying shares of Common Stock are exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended. |
/s/ Joseph T. Clark | 01/16/2014 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |