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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Surgical Care Affiliates, Inc. [ SCAI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/24/2017 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 03/24/2017 | D(1) | 61,586(2) | D | (3)(4) | 0 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | $13.94 | 03/24/2017 | D(1) | 6,098 | (5) | 03/06/2022 | Common Stock | 6,098 | (6) | 0 | D | ||||
Options to Purchase Common Stock | $11.48 | 03/24/2017 | D(1) | 18,292 | (7) | 03/06/2022 | Common Stock | 18,292 | (6) | 0 | D | ||||
Options to Purchase Common Stock | $12.41 | 03/24/2017 | D(1) | 53,658(8) | (9) | 05/06/2023 | Common Stock | 53,658 | (6) | 0 | D | ||||
Options to Purchase Common Stock | $29.02 | 03/24/2017 | D(1) | 30,152(10) | (11) | 09/17/2024 | Common Stock | 30,152 | (6) | 0 | D | ||||
Options to Purchase Common Stock | $38.35 | 03/24/2017 | D(1) | 22,692(12) | (13) | 06/04/2025 | Common Stock | 22,692 | (6) | 0 | D | ||||
Options to Purchase Common Stock | $41.25 | 03/24/2017 | D(1) | 17,237(14) | (15) | 03/02/2026 | Common Stock | 17,237 | (6) | 0 | D | ||||
Options to Purchase Common Stock | $56.64 | 03/24/2017 | D(1) | 11,516(16) | (17) | 03/02/2027 | Common Stock | 11,516 | (6) | 0 | D |
Explanation of Responses: |
1. Disposed of pursuant to the Agreement and Plan of Reorganization, dated January 7, 2017, (the "Merger Agreement," and the merger contemplated thereby, the "Merger") by and among Surgical Care Affiliates, Inc. ("SCA"), UnitedHealth Group Incorporated ("UHG"), Spartan Merger Sub 1, Inc., and Spartan Merger Sub 2, LLC. |
2. Includes 43,618 shares of Common Stock underlying restricted stock units ("RSUs") of the issuer, all of which are subject to time-based vesting and remained unvested immediately prior to the effective time of the Merger (the "Effective Time"). Each RSU represents a contingent right to acquire one share of Common Stock. |
3. Pursuant to the Merger Agreement, at the Effective Time each share of Common Stock was cancelled and converted into the right to receive $11.40 in cash and a number of shares of UHG common stock equal to $45.60 divided by $169.42, (which represents the volume weighted average of the closing sale prices per share of UHG common stock on the New York Stock Exchange on each of the five full consecutive trading days ending on and including March 21, 2017, the third business day prior to the final expiration date of the exchange offer by Spartan Merger Sub 1, Inc. to acquire all of the outstanding shares of Common Stock, pursuant to the Merger Agreement (the "Exchange Offer")), with the fractional shares being paid in cash, as provided in the Merger Agreement. |
4. Pursuant to the Merger Agreement, at the Effective Time each outstanding and unvested RSU was cancelled and converted into that number of RSUs (rounded down to the nearest whole share) in respect of UHG common stock equal to the product of (x) the number of shares subject to such RSU immediately prior to the Effective Time and (y) $57 divided by $169.42 (which represents the volume weighted average of the closing sale prices per share of UHG common stock on the New York Stock Exchange on each of the five full consecutive trading days ending on and including March 21, 2017, the third business day prior to the final expiration date of the Exchange Offer) rounded down to the nearest whole share (such quotient, the "Equity Award Conversion Ratio"). |
5. All of the options are time-based options which, as of March 6, 2013, were fully vested. |
6. Pursuant to the Merger Agreement, at the Effective Time each outstanding SCA stock option was cancelled and converted into an option to purchase UHG common stock (rounded down to the nearest whole number) equal to the product of (x) the number of shares subject to such SCA stock option immediately prior to the Effective Time and (y) the Equity Award Conversion Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per share of such SCA stock option immediately prior to the Effective Time divided by (B) the Equity Award Conversion Ratio. |
7. All of the options are time-based options which, as of March 6, 2016, were fully vested. |
8. Includes options for 40,235.5 shares of Common Stock that were vested prior to the Effective Time and options for 13,422.5 shares of Common Stock that remain unvested at the Effective Time. |
9. The option provides for vesting in equal annual installments on May 6, 2014, May 6, 2015, May 6, 2016 and May 6, 2017. |
10. Includes options for 15,076 shares of Common Stock that were vested prior to the Effective Time and options for 15,076 shares of Common Stock that remain unvested at the Effective Time. |
11. The option provides for vesting in equal annual installments on September 17, 2015, September 17, 2016, September 17, 2017 and September 17, 2018. |
12. Includes options for 5,673 shares of Common Stock that were vested prior to the Effective Time and options for 17,019 shares of Common Stock that remain unvested at the Effective Time. |
13. The option provides for vesting in equal annual installments on June 4, 2016, June 4, 2017, June 4, 2018 and June 4, 2019. |
14. Includes options for 4,309.25 shares of Common Stock that were vested prior to the Effective Time and options for 12,927.75 shares of Common Stock that remain unvested at the Effective Time. |
15. The option provides for vesting in equal annual installments on March 2, 2017, March 2, 2018, March 2, 2019 and March 2, 2020. |
16. All of these options remained unvested at the Effective Time. |
17. The option provides for vesting in equal annual installments on March 2, 2018, March 2, 2019, March 2, 2020 and March 2, 2021. |
/s/ Richard L. Sharff, Jr., by power of attorney | 03/23/2017 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |