Sec Form 4 Filing - H.I.G. Surgery Centers, LLC @ Surgery Partners, Inc. - 2015-10-21

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
H.I.G. Surgery Centers, LLC
2. Issuer Name and Ticker or Trading Symbol
Surgery Partners, Inc. [ SGRY]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O H.I.G. CAPITAL, 1450 BRICKELL AVENUE, 31ST FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
10/21/2015
(Street)
MIAMI, FL33131
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 10/21/2015 S( 2 ) 1,324,464 D $ 19 26,455,651 D ( 1 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
H.I.G. Surgery Centers, LLC
C/O H.I.G. CAPITAL
1450 BRICKELL AVENUE, 31ST FLOOR
MIAMI, FL33131
X
HIG GP II INC
C/O H.I.G. CAPITAL
1450 BRICKELL AVENUE, 31ST FLOOR
MIAMI, FL33131
X
MNAYMNEH SAMI
C/O H.I.G. CAPITAL
1450 BRICKELL AVENUE, 31ST FLOOR
MIAMI, FL33131
X
TAMER ANTHONY
C/O H.I.G. CAPITAL
1450 BRICKELL AVENUE, 31ST FLOOR
MIAMI, FL33131
X
Signatures
H.I.G. Surgery Centers, LLC by H.I.G.-GPII, Inc. its manager, by: /s/ Richard H. Siegel, Vice President and General Counsel 10/22/2015
Signature of Reporting Person Date
H.I.G.-GPII, Inc. by: /s/ Richard H. Siegel, Vice President and General Counsel 10/22/2015
Signature of Reporting Person Date
Sami W. Mnaymneh by: /s/ Richard H. Siegel, Attorney-in-Fact 10/22/2015
Signature of Reporting Person Date
Anthony A. Tamer by: /s/ Richard H. Siegel, Attorney-in-Fact 10/22/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Common Stock directly beneficially owned by H.I.G. Surgery Centers, LLC may be deemed to be indirectly beneficially owned by H.I.G.-GPII, Inc., Sami W. Mnaymneh and Anthony A. Tamer. H.I.G.-GPII, Inc. is the manager of H.I.G. Surgery Centers, LLC , and Messrs. Mnaymneh and Tamer are co-presidents, directors and the sole shareholders of H.I.G.-GPII, Inc. Each of the Reporting Persons has shared voting and dispositive power over these securities, however each of them disclaims beneficial ownership of such securities except to the extent of their respective pecuniary interests therein.
( 2 )Shares sold pursuant to the exercise of the underwriters' over-allotment option in connection with the Issuer's initial public offering.

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.