X0306 4 2016-09-26 0001411574 Surgical Care Affiliates, Inc. SCAI 0001248908 HAYEK ANDREW P C/O SURGICAL CARE AFFILIATES, INC. 510 LAKE COOK ROAD, SUITE 400 DEERFIELD IL 60015 1 1 0 0 Chief Executive Officer Common Stock 2016-09-26 4 M 0 7292 10.25 A 313230 I See Explanation of Responses Common Stock 2016-09-26 4 S 0 7292 44.45 D 305938 I See Explanation of Responses Options to Purchase Common Stock 10.25 2016-09-26 4 M 0 7292 0 D 2018-04-21 Common Stock 7292 41855 I See Explanation of Responses Options to Purchase Common Stock 11.18 2020-03-24 Common Stock 175610 175610 I See Explanation of Responses Options to Purchase Common Stock 8.72 2020-03-24 Common Stock 43902 43902 I See Explanation of Responses Options to Purchase Common Stock 12.41 2023-05-06 Common Stock 182926 182926 I See Explanation of Responses Options to Purchase Common Stock 29.02 2024-09-17 Common Stock 135682 135682 I See Explanation of Responses Options to Purchase Common Stock 38.35 2025-06-04 Common Stock 102113 102113 I See Explanation of Responses Includes 230,436 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 and are 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. The remaining RSUs vest on the following schedule and are settled on each applicable vesting date: 13,637 RSUs vesting on March 2, 2017, 19,068 RSUs vesting on June 4, 2017, 25,198 RSUs vesting on September 17, 2017, 13,636 RSUs vesting on March 2, 2018, 19,068 RSUs vesting on June 4, 2018, 25,198 RSUs vesting on September 17, 2018, 13,636 RSUs vesting on March 2, 2019, 19,067 RSUs vesting on June 4, 2019 and 13,636 RSUs vesting on March 2, 2020. Mr. Hayek is the sole trustee of the Andrew Hayek 2008 Living Trust, which directly owns all of the securities reported on this line. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 30, 2015. 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 $43.94 to $44.62. 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. This line contains a combination of both time-based and performance-based options which, as of September 16, 2013, were fully vested. This line contains a combination of both time-based and performance-based options which, as of September 16, 2013, were fully vested. All of the options are time-based options which, as of March 24, 2015, were fully vested. The option provides for vesting in equal annual installments on May 6, 2014, May 6, 2015, May 6, 2016 and May 6, 2017. The option provides for vesting in equal annual installments on September 17, 2015, September 17, 2016, September 17, 2017 and September 17, 2018. The option provides for vesting in equal annual installments on June 4, 2016, June 4, 2017, June 4, 2018 and June 4, 2019. /s/ Richard L. Sharff, Jr., by power of attorney 2016-09-28