Sec Form 4 Filing - HAYEK ANDREW P @ Surgical Care Affiliates, Inc. - 2015-11-10

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
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)
11/10/2015
(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 11/10/2015 M 3,367 A $ 10.25 297,730 ( 1 ) I See Explanation of Responses ( 2 )
Common Stock 11/10/2015 S( 3 ) 3,367 D $ 36 294,363 ( 1 ) I See Explanation of Responses ( 2 )
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 $ 10.25 11/10/2015 M 3,367 ( 4 ) 04/21/2018 Common Stock 3,367 $ 0 227,002 I See Explanation of Responses ( 2 )
Options to Purchase Common Stock $ 11.18 ( 5 ) 03/24/2020 Common Stock 175,610 175,610 I See Explanation of Responses ( 2 )
Options to Purchase Common Stock $ 8.72 ( 6 ) 03/24/2020 Common Stock 43,902 43,902 I See Explanation of Responses ( 2 )
Options to Purchase Common Stock $ 12.41 ( 7 ) 05/06/2023 Common Stock 182,926 182,926 I See Explanation of Responses ( 2 )
Options to Purchase Common Stock $ 29.02 ( 8 ) 09/17/2024 Common Stock 135,682 135,682 I See Explanation of Responses ( 2 )
Options to Purchase Common Stock $ 38.35 ( 9 ) 06/04/2025 Common Stock 102,113 102,113 I See Explanation of Responses ( 2 )
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/ Richard L. Sharff, Jr., by power of attorney 11/12/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes 194,959 Restricted Stock Units ("RSUs"), all of which are subject to time-based vesting. As of November 10, 2015, 68,292 of the RSUs were vested and are settled on the earlier of the individual's termination of employment or a change in control and the remaining 126,667 RSUs vest in equal annual installments over a period of four years from their respective grant dates and are settled on each applicable vesting date.
( 2 )Mr. Hayek is the sole trustee of the Andrew Hayek 2008 Living Trust, which directly owns all of the securities reported on this line.
( 3 )The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 30, 2015.
( 4 )180,487 of the options are performance-based options and, as of September 16, 2013, became fully vested. The remaining 46,515 options are time-based options and, as of July 24, 2013, became fully vested.
( 5 )109,756 of the options are performance-based options and, as of September 16, 2013, became fully vested. The remaining 65,854 options are time-based options which, as of March 24, 2013, were fully vested.
( 6 )All of the options are time-based options which, as of March 24, 2015, were fully vested.
( 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.
( 9 )All of the options are time-based options which are scheduled to vest in equal installments on June 4, 2016, June 4, 2017, June 4, 2018 and June 4, 2019.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.