Sec Form 4 Filing - Sharff Richard L. Jr. @ Surgical Care Affiliates, Inc. - 2014-12-10

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)
12/10/2014
(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 12/10/2014 M 1,350 A $ 12.1 28,492 ( 1 ) D
Common Stock 12/10/2014 S( 2 ) 1,350 D $ 32.54 ( 3 ) 27,142 ( 1 ) 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 12/10/2014 M 1,350 ( 4 ) 06/29/2017 Common Stock 1,350 $ 0 65,138 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 ( 6 ) 03/06/2022 Common Stock 12,824 12,824 D
Options to Purchase Common Stock $ 12.41 ( 7 ) 05/06/2023 Common Stock 24,390 24,390 D
Options to Purchase Common Stock $ 29.02 ( 8 ) 09/17/2024 Common Stock 21,106 21,106 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. 12/12/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes 15,679 shares of Common Stock underlying Restricted Stock Units of the issuer. The Restricted Stock Units are subject to time-based vesting in equal annual installments over a period of four years from September 17, 2014 and are settled on each applicable vesting date.
( 2 )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.
( 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 $32.50 to $32.60. 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 options and, as of September 16, 2013, became fully vested. The remaining 16,988 options are time-based options which, as of June 29, 2012, were fully vested.
( 5 )All of the options are time-based options which, as of March 6, 2013, were fully vested.
( 6 )All of the options are time-based options which are scheduled to vest in equal installments on March 6, 2015 and March 6, 2016.
( 7 )All of the options are time-based options which are scheduled to vest in equal installments on May 6, 2014, May 6, 2015, May 6, 2016 and May 6, 2017.
( 8 )All of the options are time-based options which are scheduled to vest in equal installments on September 17, 2015, September 17, 2016, September 17, 2017 and September 17, 2018.

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