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^*

Sharff Richard L. Jr.

(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)
	General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
11/26/2014

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	11/26/2014		M		3,464	A	$12.1	30,606⁽¹⁾	D
Common Stock	11/26/2014		S⁽²⁾		3,464	D	$32.56⁽³⁾	27,142⁽¹⁾	D
Common Stock	11/28/2014		M		1,110	A	$12.1	28,252⁽¹⁾	D
Common Stock	11/28/2014		S⁽²⁾		1,110	D	$32.56⁽⁴⁾	27,142⁽¹⁾	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	$12.1	11/26/2014		M			3,464	⁽⁵⁾	06/29/2017	Common Stock	3,464	$0	67,598	D
Options to Purchase Common Stock	$12.1	11/28/2014		M			1,110	⁽⁶⁾	06/29/2017	Common Stock	1,110	$0	66,488	D
Options to Purchase Common Stock	$13.94							⁽⁷⁾	03/06/2022	Common Stock	6,413		6,413	D
Options to Purchase Common Stock	$11.48							⁽⁸⁾	03/06/2022	Common Stock	12,824		12,824	D
Options to Purchase Common Stock	$12.41							⁽⁹⁾	05/06/2023	Common Stock	24,390		24,390	D
Options to Purchase Common Stock	$29.02							⁽¹⁰⁾	09/17/2024	Common Stock	21,106		21,106	D

Explanation of Responses:

1. Includes 15,679 shares of Common Stock underlying Restricted Stock Units of the issuer. The Restricted Stock Units are subject to time-based vesting in equal annual installments over a period of four years from September 17, 2014 and are settled on each applicable vesting date.

2. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 21, 2014, which plan became effective August 18, 2014.

3. 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 $32.50 to $32.71. 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.

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 $32.50 to $32.74. 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. 48,150 of the options are performance-based options and, as of September 16, 2013, became fully vested. The remaining 19,448 options are time-based options which, as of June 29, 2012, were fully vested.

6. 48,150 of the options are performance-based options and, as of September 16, 2013, became fully vested. The remaining 18,338 options are time-based options which, as of June 29, 2012, were fully vested.

7. All of the options are time-based options which, as of March 6, 2013, were fully vested.

8. All of the options are time-based options which are scheduled to vest in equal installments on March 6, 2015 and March 6, 2016.

9. 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.

10. 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.

Remarks:

	/s/ Richard L. Sharff, Jr.	12/01/2014
	** 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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