Sec Form 4 Filing - Sharff Richard L. Jr. @ 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 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., 510 LAKE COOK ROAD, SUITE 400 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 U( 1 ) 9,076 D 31,913 ( 3 ) D Common Stock 03/24/2017 D( 4 ) 31,913 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 ) 6,413 ( 7 ) 03/06/2022 Common Stock 6,413 ( 8 ) 0 D Options to Purchase Common Stock $ 12.41 03/24/2017 D( 1 ) 24,390 ( 9 ) ( 10 ) 05/06/2023 Common Stock 24,390 ( 8 ) 0 D Options to Purchase Common Stock $ 29.02 03/24/2017 D( 1 ) 21,106 ( 11 ) ( 12 ) 09/17/2024 Common Stock 21,106 ( 8 ) 0 D Options to Purchase Common Stock $ 38.35 03/24/2017 D( 1 ) 15,884 ( 13 ) ( 14 ) 06/04/2025 Common Stock 15,884 ( 8 ) 0 D Options to Purchase Common Stock $ 41.25 03/24/2017 D( 1 ) 12,067 ( 15 ) ( 16 ) 03/02/2026 Common Stock 12,067 ( 8 ) 0 D Options to Purchase Common Stock $ 56.64 03/24/2017 D( 1 ) 8,062 ( 17 ) ( 18 ) 03/02/2027 Common Stock 8,062 ( 8 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sharff Richard L. Jr. C/O SURGICAL CARE AFFILIATES, INC. 510 LAKE COOK ROAD, SUITE 400 DEERFIELD, IL60015 General Counsel Signatures /s/ Richard L. Sharff, Jr. 03/24/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Disposed of in the exchange offer by Spartan Merger Sub 1, Inc. to acquire all of the outstanding shares of Common Stock (the "Exchange Offer"), 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 )Pursuant to the Merger Agreement, each share of Common Stock was exchanged for $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), with the fractional shares being paid in cash, as provided in the Merger Agreement. ( 3 )Includes 30,533 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. ( 4 )Disposed of in the Merger, pursuant to the Merger Agreement. ( 5 )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), with the fractional shares being paid in cash, as provided in the Merger Agreement. ( 6 )Pursuant to the Merger Agreement, 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 Merger) rounded down to the nearest whole share (such quotient, the "Equity Award Conversion Ratio"). ( 7 )All of the options are time-based options which, as of March 6, 2013, were fully vested. ( 8 )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. ( 9 )Includes options for 18,292.5 shares of Common Stock that were vested prior to the Effective Time and options for 6,097.5 shares of Common Stock that remain unvested at the Effective Time. ( 10 )The option provides for vesting in equal annual installments on May 6, 2014, May 6, 2015, May 6, 2016 and May 6, 2017. ( 11 )Includes options for 10,553 shares of Common Stock that were vested prior to the Effective Time and options for 10,553 shares of Common Stock that remain unvested at the Effective Time. ( 12 )The option provides for vesting in equal annual installments on September 17, 2015, September 17, 2016, September 17, 2017 and September 17, 2018. ( 13 )Includes options for 3,971 shares of Common Stock that were vested prior to the Effective Time and options for 11,913 shares of Common Stock that remain unvested at the Effective Time. ( 14 )The option provides for vesting in equal annual installments on June 4, 2016, June 4, 2017, June 4, 2018 and June 4, 2019. ( 15 )Includes optio ns for 3,016.75 shares of Common Stock that were vested prior to the Effective Time and options for 9,050.25 shares of Common Stock that remain unvested at the Effective Time. ( 16 )The option provides for vesting in equal annual installments on March 2, 2017, March 2, 2018, March 2, 2019 and March 2, 2020. ( 17 )All of these options remained unvested at the Effective Time. ( 18 )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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