Sec Form 4 Filing - Clark Joseph T @ Surgical Care Affiliates, Inc. - 2017-03-02

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
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., 510 LAKE COOK ROAD, SUITE 400
3. Date of Earliest Transaction (MM/DD/YY)
03/02/2017
(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 03/02/2017 F 1,246 ( 1 ) D $ 56.64 51,876 D
Common Stock 03/02/2017 A 9,710 ( 2 ) A $ 0 61,586 ( 3 ) 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 ( 4 ) 03/06/2022 Common Stock 6,098 6,098 D
Options to Purchase Common Stock $ 11.48 ( 5 ) 03/06/2022 Common Stock 18,292 18,292 D
Options to Purchase Common Stock $ 12.41 ( 6 ) 05/06/2023 Common Stock 53,658 53,658 D
Options to Purchase Common Stock $ 29.02 ( 7 ) 09/17/2024 Common Stock 30,152 30,152 D
Options to Purchase Common Stock $ 38.35 ( 8 ) 06/04/2025 Common Stock 22,692 22,692 D
Options to Purchase Common Stock $ 41.25 ( 9 ) 03/02/2026 Common Stock 17,237 17,237 D
Options to Purchase Common Stock $ 56.64 03/02/2017 A( 10 ) 11,516 ( 11 ) 03/02/2027 Common Stock 11,516 $ 0 11,516 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Clark Joseph T
C/O SURGICAL CARE AFFILIATES, INC.
510 LAKE COOK ROAD, SUITE 400
DEERFIELD, IL60015
Chief Development Officer
Signatures
/s/ Richard L. Sharff, Jr., by power of attorney 03/06/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents shares of Common Stock withheld by the issuer to satisfy tax withholding obligations incident to the vesting and settlement on March 2, 2017 of restricted stock units of the issuer previously issued in accordance with Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Such deemed disposition is exempt from Section 16(b) of the Exchange Act pursuant to Rule 16b-3(e).
( 2 )Grant of restricted stock units of the issuer, vesting ratably in equal annual installments over a period of four years from March 2, 2017, pursuant to the Surgical Care Affiliates, Inc. 2016 Omnibus Long-Term Incentive Plan (the "Plan"), which is exempt under Rule 16b-3(d) of the Exchange Act.
( 3 )Includes 43,618 shares of Common Stock underlying restricted stock units ("RSUs") of the issuer, all of which are subject to time-based vesting. The RSUs vest on the following schedule and are settled on each applicable vesting date: 4,237 RSUs vesting on June 4, 2017, 5,599 RSUs vesting on September 17, 2017, 5,761 RSUs vesting on March 2, 2018, 4,237 RSUs vesting on June 4, 2018, 5,599 RSUs vesting on September 17, 2018, 5,761 RSUs vesting on March 2, 2019, 4,237 RSUs vesting on June 4, 2019, 5,760 RSUs vesting on March 2, 2020 and 2,427 RSUs vesting on March 2, 2021.
( 4 )All of the options are time-based options which, as of March 6, 2013, were fully vested.
( 5 )All of the options are time-based options which, as of March 6, 2016, were fully vested.
( 6 )The option provides for vesting in equal annual installments on May 6, 2014, May 6, 2015, May 6, 2016 and May 6, 2017.
( 7 )The option provides for vesting in equal annual installments on September 17, 2015, September 17, 2016, September 17, 2017 and September 17, 2018.
( 8 )The option provides for vesting in equal annual installments on June 4, 2016, June 4, 2017, June 4, 2018 and June 4, 2019.
( 9 )The option provides for vesting in equal annual installments on March 2, 2017, March 2, 2018, March 2, 2019 and March 2, 2020.
( 10 )Grant of options to purchase shares of Common Stock of the issuer pursuant to the Plan, which is exempt under Rule 16b-3(d) of the Exchange Act.
( 11 )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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