Statement of Changes in Beneficial Ownership (4)
March 06 2017 - 4:05PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
Sharff Richard L. Jr.
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2. Issuer Name
and
Ticker or Trading Symbol
Surgical Care Affiliates, Inc.
[
SCAI
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
General Counsel
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(Last)
(First)
(Middle)
C/O SURGICAL CARE AFFILIATES, INC., 510 LAKE COOK ROAD, SUITE 400
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3. Date of Earliest Transaction
(MM/DD/YYYY)
3/2/2017
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(Street)
DEERFIELD, IL 60015
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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3/2/2017
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F
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954
(1)
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D
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$56.64
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34192
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D
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Common Stock
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3/2/2017
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A
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6797
(2)
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A
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$0
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40989
(3)
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Options to Purchase Common Stock
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$13.94
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(4)
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3/6/2022
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Common Stock
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6413
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6413
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D
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Options to Purchase Common Stock
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$12.41
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(5)
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5/6/2023
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Common Stock
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24390
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24390
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D
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Options to Purchase Common Stock
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$29.02
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(6)
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9/17/2024
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Common Stock
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21106
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21106
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D
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Options to Purchase Common Stock
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$38.35
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(7)
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6/4/2025
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Common Stock
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15884
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15884
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D
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Options to Purchase Common Stock
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$41.25
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(8)
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3/2/2026
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Common Stock
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12067
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12067
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D
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Options to Purchase Common Stock
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$56.64
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3/2/2017
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A
(9)
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8062
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(10)
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3/2/2027
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Common Stock
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8062
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$0
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8062
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D
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Explanation of Responses:
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(
1)
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Represents shares of Common Stock withheld by the issuer to satisfy tax withholding obligations incident to the vesting and settlement on March 2, 2017 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).
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(
2)
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Grant of restricted stock units of the issuer, vesting ratably in equal annual installments over a period of four years from March 2, 2017, pursuant to the Surgical Care Affiliates, Inc. 2016 Omnibus Long-Term Incentive Plan (the "Plan"), which is exempt under Rule 16b-3(d) of the Exchange Act.
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(
3)
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Includes 30,533 shares of Common Stock underlying restricted stock units ("RSUs") of the issuer, all of which are subject to time-based vesting. The RSUs vest on the following schedule and are settled on each applicable vesting date: 2,966 RSUs vesting on June 4, 2017, 3,920 RSUs vesting on September 17, 2017, 4,033 RSUs vesting on March 2, 2018, 2,966 RSUs vesting on June 4, 2018, 3,919 RSUs vesting on September 17, 2018, 4,032 RSUs vesting on March 2, 2019, 2,966 RSUs vesting on June 4, 2019, 4,032 RSUs vesting on March 2, 2020, and 1,699 RSUs vesting on March 2, 2021.
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(
4)
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All of the options are time-based options which, as of March 6, 2013, were fully vested.
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(
5)
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The option provides for vesting in equal annual installments on May 6, 2014, May 6, 2015, May 6, 2016 and May 6, 2017.
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(
6)
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The option provides for vesting in equal annual installments on September 17, 2015, September 17, 2016, September 17, 2017 and September 17, 2018.
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(
7)
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The option provides for vesting in equal annual installments on June 4, 2016, June 4, 2017, June 4, 2018 and June 4, 2019.
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(
8)
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The option provides for vesting in equal annual installments on March 2, 2017, March 2, 2018, March 2, 2019 and March 2, 2020.
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(
9)
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Grant of options to purchase shares of Common Stock of the issuer pursuant to the Plan, which is exempt under Rule 16b-3(d) of the Exchange Act.
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(
10)
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The option provides for vesting in equal annual installments on March 2, 2018, March 2, 2019, March 2, 2020 and March 2, 2021.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Sharff Richard L. Jr.
C/O SURGICAL CARE AFFILIATES, INC.
510 LAKE COOK ROAD, SUITE 400
DEERFIELD, IL 60015
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General Counsel
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Signatures
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/s/ Richard L. Sharff, Jr.
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3/6/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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