4//SEC Filing
Surgical Care Affiliates, Inc. 4
Accession 0000903423-17-000225
CIK 0001411574operating
Filed
Mar 23, 8:00 PM ET
Accepted
Mar 24, 9:35 PM ET
Size
27.9 KB
Accession
0000903423-17-000225
Insider Transaction Report
Form 4
HAYEK ANDREW P
DirectorChief Executive Officer
Transactions
- Disposition to Issuer
Common Stock
2017-03-24−230,752→ 0 total(indirect: See Explanation of Responses) - Tax Payment
Common Stock
2017-03-23$56.05/sh−32,849$1,841,186→ 275,852 total(indirect: See Explanation of Responses) - Disposition to Issuer
Common Stock
2017-03-24−22,556→ 0 total(indirect: By Spouse) - Disposition to Issuer
Options to Purchase Common Stock
2017-03-24−95,605→ 0 total(indirect: See Explanation of Responses)Exercise: $11.18Exp: 2020-03-24→ Common Stock (95,605 underlying) - Disposition to Issuer
Options to Purchase Common Stock
2017-03-24−43,902→ 0 total(indirect: See Explanation of Responses)Exercise: $8.72Exp: 2020-03-24→ Common Stock (43,902 underlying) - Disposition from Tender
Common Stock
2017-03-24−45,100→ 230,752 total(indirect: See Explanation of Responses) - Disposition to Issuer
Options to Purchase Common Stock
2017-03-24−182,926→ 0 total(indirect: See Explanation of Responses)Exercise: $12.41Exp: 2023-05-06→ Common Stock (182,926 underlying) - Disposition to Issuer
Options to Purchase Common Stock
2017-03-24−135,682→ 0 total(indirect: See Explanation of Responses)Exercise: $29.02Exp: 2024-09-17→ Common Stock (135,682 underlying) - Disposition to Issuer
Options to Purchase Common Stock
2017-03-24−102,113→ 0 total(indirect: See Explanation of Responses)Exercise: $38.35Exp: 2025-06-04→ Common Stock (102,113 underlying)
Footnotes (17)
- [F1]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).
- [F10]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.
- [F11]All of the options are time-based options which, as of March 24, 2015, were fully vested.
- [F12]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.
- [F13]The option provides for vesting in equal annual installments on May 6, 2014, May 6, 2015, May 6, 2016 and May 6, 2017.
- [F14]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.
- [F15]The option provides for vesting in equal annual installments on September 17, 2015, September 17, 2016, September 17, 2017 and September 17, 2018.
- [F16]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.
- [F17]The option provides for vesting in equal annual installments on June 4, 2016, June 4, 2017, June 4, 2018 and June 4, 2019.
- [F2]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.
- [F3]Mr. Hayek is the sole trustee of the Andrew Hayek 2008 Living Trust, which directly owns all of the securities reported on this line.
- [F4]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").
- [F5]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.
- [F6]Disposed of in the Merger, pursuant to the Merger Agreement.
- [F7]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.
- [F8]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").
- [F9]This line contains a combination of both time-based and performance-based options which, as of September 16, 2013, were fully vested.
Documents
Issuer
Surgical Care Affiliates, Inc.
CIK 0001411574
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001411574
Filing Metadata
- Form type
- 4
- Filed
- Mar 23, 8:00 PM ET
- Accepted
- Mar 24, 9:35 PM ET
- Size
- 27.9 KB