X0206 3 2013-10-29 0 0001411574 ASC Acquisition LLC NONE 0001495741 TPG Group Holdings (SBS) Advisors, Inc. C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 0 0 1 0 0000860866 BONDERMAN DAVID C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 0 0 1 0 0001099776 COULTER JAMES G C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 0 0 1 0 Membership Units 276217133 I See Explanation of Responses ASC Acquisition LLC (the "Issuer") expects to complete an initial public offering on or about October 29, 2013 (the "IPO"), and, in connection therewith, the Issuer is being converted into a Delaware corporation (the "Reorganization") named Surgical Care Affiliates, Inc. ("SCA"). As part of the Reorganization, the membership units of the Issuer (the "Membership Units"), including the Membership Units reported herein, will convert to Common Stock, par value $0.01 per share, of SCA (the "Common Stock"), at a conversion ratio of 10.25 Membership Units to one share of Common Stock. As part of the IPO, the Common Stock is expected to be listed on the NASDAQ Stock Market under the symbol "SCAI." David Bonderman and James G. Coulter are officers and sole shareholders of TPG Group Holdings (SBS) Advisors, Inc. ("Group Advisors" and, together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the general partner of TPG Group Holdings (SBS), L.P., which is the sole member of TPG Holdings I-A, LLC, which is the general partner of TPG Holdings I, L.P., which is the sole member of TPG GenPar V Advisors, LLC, which is the general partner of TPG GenPar V, L.P., which is the general partner of each of (i) TPG Partners V, L.P. ("TPG Partners V"), which directly holds 274,918,011 Membership Units (which will be converted into 26,821,269 shares of Common Stock as a result of the Reorganization), (ii) TPG FOF V-A, L.P. ("FOF V-A"), which directly holds 719,189 Membership Units (which will be converted into 70,164 shares of Common Stock as a result of the Reorganization), and (iii) TPG FOF V-B, L.P. ("FOF V-B" and, together with TPG Partners V and FOF V-A, the "TPG Funds"), which directly holds 579,933 Membership Units (which will be converted into 56,578 shares of Common Stock as a result of the Reorganization). Because of the relationship between the Reporting Persons and the TPG Funds, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of the TPG Funds. Each Reporting Person and each of the TPG Funds disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's or such TPG Fund's pecuniary interest therein, if any. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests. (6) The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. (7) Ronald Cami is signing on behalf of both Messrs. Bonderman and Coulter pursuant to the authorization and designation letters dated July 1, 2013, which were previously filed with the Securities and Exchange Commission. /s/ Ronald Cami, Vice President, TPG Group Holdings (SBS) Advisors, Inc. (6) 2013-10-29 /s/ Ronald Cami on behalf of David Bonderman (6)(7) 2013-10-29 /s/ Ronald Cami on behalf of James G. Coulter (6)(7) 2013-10-29