Surgical Care Affiliates
Surgical Care Affiliates, Inc. (Form: 4, Received: 03/24/2017 21:36:51)
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., 520 LAKE COOK ROAD, SUITE 250
3. Date of Earliest Transaction (MM/DD/YYYY)

3/23/2017
(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   3/23/2017     F    32849   (1) D $56.05   275852   (2) I   See Explanation of Responses   (3)
Common Stock   3/24/2017     U (4)    45100   D   (5) 230752   (2) I   See Explanation of Responses   (3)
Common Stock   3/24/2017     D (6)    230752   D   (7) (8) 0   I   See Explanation of Responses   (3)
Common Stock   3/24/2017     D (6)    22556   D   (7) 0   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   3/24/2017     D   (6)       95605      (9) 3/24/2020   Common Stock   95605     (10) 0   I   See Explanation of Responses   (3)
Options to Purchase Common Stock   $8.72   3/24/2017     D   (6)       43902      (11) 3/24/2020   Common Stock   43902     (10) 0   I   See Explanation of Responses   (3)
Options to Purchase Common Stock   $12.41   3/24/2017     D   (6)       182926   (12)     (13) 5/6/2023   Common Stock   182926     (10) 0   I   See Explanation of Responses   (3)
Options to Purchase Common Stock   $29.02   3/24/2017     D   (6)       135682   (14)     (15) 9/17/2024   Common Stock   135682     (10) 0   I   See Explanation of Responses   (3)
Options to Purchase Common Stock   $38.35   3/24/2017     D   (6)       102113   (16)     (17) 6/4/2025   Common Stock   102113     (10) 0   I   See Explanation of Responses   (3)

Explanation of Responses:
( 1)  Represents shares of Common Stock withheld by the issuer to satisfy tax withholding obligations incident to the settlement on March 23, 2017 of 68,292 previously vested restricted stock units ("RSUs") of the issuer (previously issued in accordance with Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) in connection with the merger contemplated by the Agreement and Plan of Reorganization, dated January 7, 2017, (the "Merger Agreement," and the merger contemplated thereby, the "Merger") by and among Surgical Care Affiliates, Inc. ("SCA"), UnitedHealth Group Incorporated ("UHG"), Spartan Merger Sub 1, Inc., and Spartan Merger Sub 2, LLC. Such deemed disposition is exempt from Section 16(b) of the Exchange Act pursuant to Rule 16b-3(e).
( 2)  Includes 188,232 shares of Common Stock underlying RSUs of the issuer, all of which are subject to time-based vesting and remained unvested immediately prior to the effective time of the Merger (the "Effective Time"). Each RSU represents a contingent right to acquire one share of Common Stock.
( 3)  Mr. Hayek is the sole trustee of the Andrew Hayek 2008 Living Trust, which directly owns all of the securities reported on this line.
( 4)  Disposed of in the exchange offer by Spartan Merger Sub 1, Inc. to acquire all of the outstanding shares of Common Stock, pursuant to the Merger Agreement (the "Exchange Offer").
( 5)  Pursuant to the Merger Agreement, each share of Common Stock was exchanged for $11.40 in cash and a number of shares of UHG common stock equal to $45.60 divided by $169.42, (which represents the volume weighted average of the closing sale prices per share of UHG common stock on the New York Stock Exchange on each of the five full consecutive trading days ending on and including March 21, 2017, the third business day prior to the final expiration date of the Exchange Offer), with the fractional shares being paid in cash, as provided in the Merger Agreement.
( 6)  Disposed of in the Merger, pursuant to the Merger Agreement.
( 7)  Pursuant to the Merger Agreement, at the Effective Time each share of Common Stock was cancelled and converted into the right to receive $11.40 in cash and a number of shares of UHG common stock equal to $45.60 divided by $169.42, (which represents the volume weighted average of the closing sale prices per share of UHG common stock on the New York Stock Exchange on each of the five full consecutive trading days ending on and including March 21, 2017, the third business day prior to the final expiration date of the Exchange Offer), with the fractional shares being paid in cash, as provided in the Merger Agreement.
( 8)  Pursuant to the Merger Agreement, at the Effective Time each outstanding and unvested RSU was cancelled and converted into that number of RSUs (rounded down to the nearest whole share) in respect of UHG common stock equal to the product of (x) the number of shares subject to such RSU immediately prior to the Effective Time and (y) $57 divided by $169.42 (which represents the volume weighted average of the closing sale prices per share of UHG common stock on the New York Stock Exchange on each of the five full consecutive trading days ending on and including March 21, 2017, the third business day prior to the final expiration date of the Exchange Offer) rounded down to the nearest whole share (such quotient, the "Equity Award Conversion Ratio").
( 9)  This line contains a combination of both time-based and performance-based options which, as of September 16, 2013, were fully vested.
( 10)  Pursuant to the Merger Agreement, at the Effective Time each outstanding SCA stock option was cancelled and converted into an option to purchase UHG common stock (rounded down to the nearest whole number) equal to the product of (x) the number of shares subject to such SCA stock option immediately prior to the Effective Time and (y) the Equity Award Conversion Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per share of such SCA stock option immediately prior to the Effective Time divided by (B) the Equity Award Conversion Ratio.
( 11)  All of the options are time-based options which, as of March 24, 2015, were fully vested.
( 12)  Includes options for 137,194.5 shares of Common Stock that were vested prior to the Effective Time and options for 45,731.5 shares of Common Stock that remain unvested at the Effective Time.
( 13)  The option provides for vesting in equal annual installments on May 6, 2014, May 6, 2015, May 6, 2016 and May 6, 2017.
( 14)  Includes options for 67,841 shares of Common Stock that were vested prior to the Effective Time and options for 67,841 shares of Common Stock that remain unvested at the Effective Time.
( 15)  The option provides for vesting in equal annual installments on September 17, 2015, September 17, 2016, September 17, 2017 and September 17, 2018.
( 16)  Includes options for 25,528.25 shares of Common Stock that were vested prior to the Effective Time and options for 76,584.75 shares of Common Stock that remain unvested at the Effective Time.
( 17)  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.
520 LAKE COOK ROAD, SUITE 250
DEERFIELD, IL 60015
X
Chief Executive Officer

Signatures
/s/ Richard L. Sharff, Jr., by power of attorney 3/24/2017
** Signature of Reporting Person Date


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