Sec Form 4 Filing - HAYEK ANDREW P @ Surgical Care Affiliates, Inc. - 2017-02-21

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., 510 LAKE COOK ROAD, SUITE 400
3. Date of Earliest Transaction (MM/DD/YY)
02/21/2017
(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 02/21/2017 M 3,124 A $ 11.18 278,660 ( 1 ) I See Explanation of Responses ( 2 )
Common Stock 02/21/2017 S( 3 ) 3,124 D $ 56.62 ( 4 ) 275,536 ( 1 ) I See Explanation of Responses ( 2 )
Common Stock 22,556 I By Spouse of Reporting Person
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 $ 11.18 02/21/2017 M 3,124 ( 5 ) 03/24/2020 Common Stock 3,124 $ 0 104,977 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.
510 LAKE COOK ROAD, SUITE 400
DEERFIELD, IL60015
X Chief Executive Officer
Signatures
/s/ Richard L. Sharff, Jr., by power of attorney 02/22/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes 230,436 shares of Common Stock underlying restricted stock units ("RSUs") of the issuer, all of which are subject to time-based vesting. As of the date hereof, 68,292 of the RSUs were vested and are settled on the earlier of the individual's termination of employment (as defined in the Surgical Care Affiliates, Inc. 2013 Omnibus Long-Term Incentive Plan, as amended) or a change in control of the issuer. The remaining RSUs vest on the following schedule and are settled on each applicable vesting date: 13,637 RSUs vesting on March 2, 2017, 19,068 RSUs vesting on June 4, 2017, 25,198 RSUs vesting on September 17, 2017, 13,636 RSUs vesting on March 2, 2018, 19,068 RSUs vesting on June 4, 2018, 25,198 RSUs vesting on September 17, 2018, 13,636 RSUs vesting on March 2, 2019, 19,067 RSUs vesting on June 4, 2019 and 13,636 RSUs vesting on March 2, 2020.
( 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.
( 4 )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 $56.59 to $56.66. 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.
( 5 )This line contains a combination of both time-based and performance-based options which, as of September 16, 2013, were fully vested.
( 6 )All of the options are time-based options which, as of March 24, 2015, were fully vested.
( 7 )The option provides for vesting in equal annual installments on May 6, 2014, May 6, 2015, May 6, 2016 and May 6, 2017.
( 8 )The option provides for vesting in equal annual installments on September 17, 2015, September 17, 2016, September 17, 2017 and September 17, 2018.
( 9 )The option provides for vesting in equal annual installments on June 4, 2016, June 4, 2017, June 4, 2018 and June 4, 2019.

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