Sec Form 4 Filing - Rucker Michael A. @ Surgical Care Affiliates, Inc. - 2016-01-04

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
Rucker Michael A.
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 Operating Officer
(Last) (First) (Middle)
C/O SURGICAL CARE AFFILIATES, INC., 520 LAKE COOK ROAD, SUITE 250
3. Date of Earliest Transaction (MM/DD/YY)
01/04/2016
(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 01/04/2016 M 16,000 A $ 11.18 94,998 ( 1 ) D
Common Stock 01/04/2016 S( 2 ) 16,000 D $ 38.99 ( 3 ) 78,998 ( 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 ( 4 ) 09/15/2018 Common Stock 53,500 53,500 D
Options to Purchase Common Stock $ 12.1 ( 5 ) 07/23/2019 Common Stock 37,765 37,765 D
Options to Purchase Common Stock $ 11.18 01/04/2016 M 16,000 ( 6 ) 03/24/2020 Common Stock 16,000 $ 0 10,184 D
Options to Purchase Common Stock $ 11.18 ( 7 ) 02/08/2021 Common Stock 13,659 13,659 D
Options to Purchase Common Stock $ 8.72 ( 8 ) 02/08/2021 Common Stock 1,951 1,951 D
Options to Purchase Common Stock $ 13.94 ( 9 ) 03/06/2022 Common Stock 23,696 23,696 D
Options to Purchase Common Stock $ 11.48 ( 10 ) 03/06/2022 Common Stock 71,085 71,085 D
Options to Purchase Common Stock $ 12.41 ( 11 ) 05/06/2023 Common Stock 73,170 73,170 D
Options to Purchase Common Stock $ 29.02 ( 12 ) 09/17/2024 Common Stock 36,182 36,182 D
Options to Purchase Common Stock $ 38.35 ( 13 ) 06/04/2025 Common Stock 28,365 28,365 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Rucker Michael A.
C/O SURGICAL CARE AFFILIATES, INC.
520 LAKE COOK ROAD, SUITE 250
DEERFIELD, IL60015
Chief Operating Officer
Signatures
/s/ Richard L. Sharff, Jr., by power of attorney 01/06/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes 41,345 shares of Common Stock underlying Restricted Stock Units ("RSUs") of the issuer. All of the RSUs are subject to time-based vesting and 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 )The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 16, 2015, which plan became effective November 6, 2015.
( 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 $38.61 to $39.25. 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 )26,750 of the options are performance-based options and, as of September 16, 2013, became fully vested. The remaining 26,750 options are time-based options which, as of September 15, 2013, were fully vested.
( 5 )20,980 of the options are performance-based options and, as of September 16, 2013, became fully vested. The remaining 16,785 options are time-based options which, as of July 23, 2013, were fully vested.
( 6 )All of the options are performance-based options and, as of September 16, 2013, became fully vested.
( 7 )9,756 of the options are performance-based options and, as of September 16, 2013, became fully vested. The remaining 3,903 options are time-based options which, as of February 8, 2013, were fully vested.
( 8 )All of the options are time-based options which are scheduled to vest on February 8, 2016.
( 9 )All of the options are time-based options which, as of March 6, 2013, were fully vested.
( 10 )All of the options are time-based options which are scheduled to vest in equal installments on March 6, 2014, March 6, 2015 and March 6, 2016.
( 11 )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.
( 12 )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.
( 13 )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.

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