Sec Form 4 Filing - Clark Joseph T @ Surgical Care Affiliates, Inc. - 2017-03-24

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 Clark Joseph T 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) Chief Development Officer (Last) (First) (Middle) C/O SURGICAL CARE AFFILIATES, INC., 520 LAKE COOK ROAD, SUITE 250 3. Date of Earliest Transaction (MM/DD/YY) 03/24/2017 (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 03/24/2017 D( 1 ) 61,586 ( 2 ) D 0 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 $ 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Clark Joseph T C/O SURGICAL CARE AFFILIATES, INC. 520 LAKE COOK ROAD, SUITE 250 DEERFIELD, IL60015 Chief Development Officer Signatures /s/ Richard L. Sharff, Jr., by power of attorney 03/23/2017 Signature of Reporting Person Date

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.

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