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^*

HAYEK ANDREW P

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/17/2015

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								54,545⁽¹⁾	D
Common Stock	09/17/2015		F		11,831⁽²⁾	D	$38.12	279,732⁽³⁾	I	See Explanation of Responses⁽⁴⁾

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							⁽⁵⁾	04/21/2018	Common Stock	169,763		169,763	I	See Explanation of Responses⁽⁴⁾
Options to Purchase Common Stock	$11.18							⁽⁶⁾	03/24/2020	Common Stock	175,610		175,610	I	See Explanation of Responses⁽⁴⁾
Options to Purchase Common Stock	$8.72							⁽⁷⁾	03/24/2020	Common Stock	43,902		43,902	I	See Explanation of Responses⁽⁴⁾
Options to Purchase Common Stock	$12.41							⁽⁸⁾	05/06/2023	Common Stock	182,926		182,926	I	See Explanation of Responses⁽⁴⁾
Options to Purchase Common Stock	$29.02							⁽⁹⁾	09/17/2024	Common Stock	135,682		135,682	I	See Explanation of Responses⁽⁴⁾
Options to Purchase Common Stock	$38.35							⁽¹⁰⁾	06/04/2025	Common Stock	102,113		102,113	I	See Explanation of Responses⁽⁴⁾

Explanation of Responses:

1. Includes 54,545 shares of Common Stock underlying restricted stock units ("RSUs") of the issuer. All of the RSUs are subject to time-based vesting and vest on the following schedule: 13,637 RSUs vesting on March 2, 2017, 13,636 RSUs vesting on March 2, 2018, 13,636 RSUs vesting on March 2, 2019 and 13,636 RSUs vesting on March 2, 2020.

2. Represents shares of Common Stock withheld by the issuer to satisfy tax withholding obligations incident to the vesting and settlement on September 17, 2015 of restricted stock units of the issuer issued in accordance with Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Such deemed disposition is exempt from Section 16(b) of the Exchange Act pursuant to Rule 16b-3(e).

3. Includes 220,157 shares of Common Stock underlying restricted stock units ("RSUs") of the issuer, all of which are subject to time-based vesting. As of the date hereof, 68,292 of the RSUs were vested, with the remaining RSUs vesting on the following schedule: 19,068 RSUs vesting on June 4, 2016, 25,198 RSUs vesting on September 17, 2016, 19,068 RSUs vesting on June 4, 2017, 25,198 RSUs vesting on September 17, 2017, 19,068 RSUs vesting on June 4, 2018, 25,198 RSUs vesting on September 17, 2018 and 19,067 RSUs vesting on June 4, 2019. Each vested RSU is settled on the earlier of the individual's termination of employment (as defined in the Surgical Care Affiliates, Inc. 2013 Omnibus Long-Term Incentive Plan, as amended) or a change in control of the issuer.

4. Mr. Hayek is the sole trustee of the Andrew Hayek 2008 Living Trust, which directly owns all of the securities reported on this line.

5. This line contains a combination of both time-based and performance-based options which, as of September 16, 2013, were fully vested.

6. This line contains a combination of both time-based and performance-based options which, as of September 16, 2013, were fully vested.

7. All of the options are time-based options which, as of March 24, 2015, were fully vested.

8. The option provides for vesting in equal annual installments on May 6, 2014, May 6, 2015, May 6, 2016 and May 6, 2017.

9. The option provides for vesting in equal annual installments on September 17, 2015, September 17, 2016, September 17, 2017 and September 17, 2018.

10. The option provides for vesting in equal annual 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	03/17/2016
	** 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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