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 IL 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)
06/04/2016
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)
Code V Amount (A) or (D) Price
Common Stock 06/04/2016 F 1,212(1) D $45.56 36,928(2) 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Options to Purchase Common Stock $12.1 (3) 06/29/2017 Common Stock 6,693 6,693 D
Options to Purchase Common Stock $13.94 (4) 03/06/2022 Common Stock 6,413 6,413 D
Options to Purchase Common Stock $11.48 (5) 03/06/2022 Common Stock 12,824 12,824 D
Options to Purchase Common Stock $12.41 (6) 05/06/2023 Common Stock 24,390 24,390 D
Options to Purchase Common Stock $29.02 (7) 09/17/2024 Common Stock 21,106 21,106 D
Options to Purchase Common Stock $38.35 (8) 06/04/2025 Common Stock 15,884 15,884 D
Options to Purchase Common Stock $41.25 (9) 03/02/2026 Common Stock 12,067 12,067 D
Explanation of Responses:
1. Represents shares of Common Stock withheld by the issuer to satisfy tax withholding obligations incident to the vesting and settlement on June 4, 2016 of restricted stock units of the issuer previously 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).
2. Includes 29,990 shares of Common Stock underlying restricted stock units ("RSUs") of the issuer. All of the RSUs vest on the following schedule and are settled on each applicable vesting date: 3,920 RSUs vesting on September 17, 2016, 2,334 RSUs vesting on March 2, 2017, 2,966 RSUs vesting on June 4, 2017, 3,920 RSUs vesting on September 17, 2017, 2,333 RSUs vesting on March 2, 2018, 2,966 RSUs vesting on June 4, 2018, 3,919 RSUs vesting on September 17, 2018, 2,333 RSUs vesting on March 2, 2019, 2,966 RSUs vesting on June 4, 2019 and 2,333 RSUs vesting on March 2, 2020.
3. All of the options are performance-based options and, as of September 16, 2013, became fully vested.
4. All of the options are time-based options which, as of March 6, 2013, were fully vested.
5. All of the options are time-based options which, as of March 6, 2016, were fully vested.
6. The option provides for vesting in equal annual installments on May 6, 2014, May 6, 2015, May 6, 2016 and May 6, 2017.
7. The option provides for vesting in equal annual installments on September 17, 2015, September 17, 2016, September 17, 2017 and September 17, 2018.
8. The option provides for vesting in equal annual installments on June 4, 2016, June 4, 2017, June 4, 2018 and June 4, 2019.
9. The option provides for vesting in equal annual installments on March 2, 2017, March 2, 2018, March 2, 2019 and March 2, 2020.
Remarks:
/s/ Richard L. Sharff, Jr. 06/07/2016
** 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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