SEC FORM 4

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^*

Clark Joseph T

(Last)

(First)

(Middle)

C/O SURGICAL CARE AFFILIATES, INC.,

520 LAKE COOK ROAD, SUITE 250

(Street)

DEERFIELD

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Development Officer

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)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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).
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