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) 08/19/2014 | ||||||||||||||||||||||||||
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 | 08/19/2014 | M | 5,000 | A | $8.72 | 35,934 | D | |||
Common Stock | 08/19/2014 | S(1) | 5,000 | D | $28.82(2) | 30,934 | 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 | $12.1 | (3) | 09/15/2018 | Common Stock | 53,500 | 53,500 | D | ||||||||
Options to Purchase Common Stock | $12.1 | (4) | 07/23/2019 | Common Stock | 37,765 | 37,765 | D | ||||||||
Options to Purchase Common Stock | $9.64 | (5) | 07/23/2019 | Common Stock | 4,196 | 4,196 | D | ||||||||
Options to Purchase Common Stock | $11.18 | (6) | 03/24/2020 | Common Stock | 46,829 | 46,829 | D | ||||||||
Options to Purchase Common Stock | $8.72 | 08/19/2014 | M | 5,000 | (7) | 03/24/2020 | Common Stock | 5,000 | $0 | 6,707 | D | ||||
Options to Purchase Common Stock | $11.18 | (8) | 02/08/2021 | Common Stock | 13,658 | 13,658 | D | ||||||||
Options to Purchase Common Stock | $8.72 | (9) | 02/08/2021 | Common Stock | 5,854 | 5,854 | D | ||||||||
Options to Purchase Common Stock | $13.94 | (10) | 03/06/2022 | Common Stock | 23,696 | 23,696 | D | ||||||||
Options to Purchase Common Stock | $11.48 | (11) | 03/06/2022 | Common Stock | 71,085 | 71,085 | D | ||||||||
Options to Purchase Common Stock | $12.41 | (12) | 05/06/2023 | Common Stock | 73,170 | 73,170 | D |
Explanation of Responses: |
1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 13, 2014, which plan became effective August 19, 2014. |
2. 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 $28.53 to $29.34. 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. |
3. 26,750 of the options are performance based and, as of September 16, 2013, became fully vested. The remaining 26,750 options are time based which vested in equal installments on September 15, 2009, September 15, 2010, September 15, 2011, September 15, 2012, and September 15, 2013. |
4. 20,980 of the options are performance based and, as of September 16, 2013, became fully vested. The remaining 16,785 options are time based which vested in equal installments on July 23, 2010, July 23, 2011, July 23, 2012, and July 23, 2013. |
5. All of the options are time based which vested on July 23, 2014. |
6. 29,268 of the options are performance based and, as of September 16, 2013, became fully vested. The remaining 17,561 options are time based which vested in equal installments on March 24, 2011, March 24, 2012, and March 24, 2013. |
7. All of the options are time based, 5,854 of which vested on March 24, 2014 (5,000 of which were exercised by the reporting person on August 19, 2014) and 5,853 of which are scheduled to vest on March 24, 2015. |
8. 9,756 of the options are performance based and, as of September 16, 2013, became fully vested. The remaining 3,902 options are time based which vested in equal installments on February 8, 2012 and February 8, 2013. |
9. All of the options are time based which are scheduled to vest in equal installments on February 8, 2014, February 8, 2015, and February 8, 2016. |
10. All of the options are time based which vested on March 6, 2013. |
11. All of the options are time based which are scheduled to vest in equal installments on March 6, 2014, March 6, 2015, and March 6, 2016. |
12. All of the options are time based which are scheduled to vest in equal installments on May 6, 2014, May 6, 2015, May 6, 2016, and May 6, 2017. |
Remarks: |
/s/ Richard L. Sharff, Jr., by power of attorney | 08/21/2014 | |
** 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. |