Surgical Care Affiliates
Surgical Care Affiliates, Inc. (Form: 4, Received: 03/14/2017 17:02:56)
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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

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/YYYY)

3/13/2017
(Street)

DEERFIELD, IL 60015
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   3/13/2017     M    3124   A $11.18   311825   (1) I   See Explanation of Responses   (2)
Common Stock   3/13/2017     S (3)    3124   D $56.63   (4) 308701   (1) I   See Explanation of Responses   (2)
Common Stock                  22556   I   By Spouse of Reporting Person  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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   3/13/2017     M         3124      (5) 3/24/2020   Common Stock   3124   $0   95605   I   See Explanation of Responses   (2)
Options to Purchase Common Stock   $8.72                      (6) 3/24/2020   Common Stock   43902     43902   I   See Explanation of Responses   (2)
Options to Purchase Common Stock   $12.41                      (7) 5/6/2023   Common Stock   182926     182926   I   See Explanation of Responses   (2)
Options to Purchase Common Stock   $29.02                      (8) 9/17/2024   Common Stock   135682     135682   I   See Explanation of Responses   (2)
Options to Purchase Common Stock   $38.35                      (9) 6/4/2025   Common Stock   102113     102113   I   See Explanation of Responses   (2)

Explanation of Responses:
( 1)  Includes 256,524 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 or a change in control of the issuer. The RSUs vest on the following schedule and are settled on each applicable vesting date: 19,068 RSUs vesting on June 4, 2017, 25,198 RSUs vesting on September 17, 2017, 23,568 RSUs vesting on March 2, 2018, 19,068 RSUs vesting on June 4, 2018, 25,198 RSUs vesting on September 17, 2018, 23,567 RSUs vesting on March 2, 2019, 19,067 RSUs vesting on June 4, 2019, 23,567 RSUs vesting on March 2, 2020 and 9,931 RSUs vesting on March 2, 2021.
( 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 $56.62 to $56.65. 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.

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, IL 60015
X
Chief Executive Officer

Signatures
/s/ Richard L. Sharff, Jr., by power of attorney 3/14/2017
** Signature of Reporting Person Date


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).
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