Sec Form 4 Filing - HAYEK ANDREW P @ Surgical Care Affiliates, Inc. - 2013-11-04

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
HAYEK ANDREW P
2. Issuer Name and Ticker or Trading Symbol
Surgical Care Affiliates, Inc. [ SCAI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
C/O SURGICAL CARE AFFILIATES, INC., 520 LAKE COOK ROAD, SUITE 250
3. Date of Earliest Transaction (MM/DD/YY)
11/04/2013
(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 11/04/2013 S 24,391 D $ 22.5 ( 1 ) 117,300 ( 2 ) I See Explanation of Responses ( 3 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HAYEK ANDREW P
C/O SURGICAL CARE AFFILIATES, INC.
520 LAKE COOK ROAD, SUITE 250
DEERFIELD, IL60015
X Chief Executive Officer
Signatures
/s/ Andrew P. Hayek 11/06/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The price of $22.50 represents the public offering price of $24.00 per share of Common Stock ("Common Stock") of Surgical Care Affiliates, Inc. (the "Issuer") less the underwriters' discount of $1.50 per share of Common Stock.
( 2 )As a result of the Issuer's conversion from a Delaware limited liability company, previously named ASC Acquisition LLC ("ASC"), to a Delaware corporation, including the conversion of membership units of ASC into shares of Common Stock of the Issuer at a conversion ratio of 10.25 membership units of ASC to one share of Common Stock of the Issuer, and the transactions reported herein, Mr. Hayek beneficially owns 117,300 shares of Common Stock of the Issuer, including 68,292 shares of Common Stock underlying Restricted Equity Units of the Issuer. The Restricted Equity Units were subject to time-based vesting over a period of five years from the date of grant and as of July 24, 2013 are fully vested. Each Restricted Equity Unit is settled on the earlier of the individual's termination of employment or change in control and may be settled in cash at the election of the Issuer's board of directors.
( 3 )Mr. Hayek is the sole trustee of the Andrew Hayek 2008 Living Trust, which directly owns all of the Common Stock reported herein.

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