Sec Form 4 Filing - Sharff Richard L. Jr. @ Surgical Care Affiliates, Inc. - 2014-08-26

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 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.
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
(Last) (First) (Middle)
C/O SURGICAL CARE AFFILIATES, INC.,, 520 LAKE COOK ROAD, SUITE 250
3. Date of Earliest Transaction (MM/DD/YY)
08/26/2014
(Street)
DEERFIELD, IL60015
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 08/26/2014 M 889 A $ 11.48 18,082 D
Common Stock 08/26/2014 S( 1 ) 889 D $ 30.07 ( 2 ) 17,193 D
Common Stock 08/26/2014 S( 1 ) 400 D $ 30.05 ( 3 ) 16,793 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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 ( 4 ) 06/29/2017 Common Stock 96,301 96,301 D
Options to Purchase Common Stock $ 13.94 ( 5 ) 03/06/2022 Common Stock 6,413 6,413 D
Options to Purchase Common Stock $ 11.48 08/26/2014 M 889 ( 6 ) 03/06/2022 Common Stock 889 $ 0 18,347 D
Options to Purchase Common Stock $ 12.41 ( 7 ) 05/06/2023 Common Stock 24,390 24,390 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Sharff Richard L. Jr.
C/O SURGICAL CARE AFFILIATES, INC.,
520 LAKE COOK ROAD, SUITE 250
DEERFIELD, IL60015
General Counsel
Signatures
/s/ Richard L. Sharff, Jr. 08/27/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 21, 2014, which plan became effective August 18, 2014.
( 2 )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 $30.00 to $30.20. 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.
( 3 )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 $30.00 to $30.07. 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.
( 4 )48,150 of the options are performance based and, as of September 16, 2013, became fully vested. The remaining 48,151 options are time based which vested in equal installments on June 29, 2008, June 29, 2009, June 29, 2010, June 29, 2011 and June 29, 2012.
( 5 )All of the options are time based which vested on March 6, 2013.
( 6 )All of the options are time based, 6,412 of which vested on March 6, 2014 (889 of which were exercised by the reporting person on August 26, 2014) and 12,824 of which are scheduled to vest in equal installments on March 6, 2015 and March 6, 2016.
( 7 )All of the options are time based which are scheduled to vest in equal installments on May 6, 2014, May 6, 2015, May 6, 2016, and May 6, 2017.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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