Surgical Care Affiliates, Inc. 4

Accession 0000903423-17-000229

CIK 0001411574operating

View on SEC.gov Company Profile

Filed

Mar 23, 8:00 PM ET

Accepted

Mar 24, 9:40 PM ET

Size

34.6 KB

Accession

0000903423-17-000229

Insider Transaction Report

Form 4

Period: 2017-03-24

Surgical Care Affiliates, Inc.SCAI

Rucker Michael A.

Chief Operating Officer

Transactions

Disposition to Issuer
Options to Purchase Common Stock
2017-03-24−24,928→ 0 total
Exercise: $11.48Exp: 2022-03-06→ Common Stock (24,928 underlying)
Disposition to Issuer
Options to Purchase Common Stock
2017-03-24−21,550→ 0 total
Exercise: $41.25Exp: 2026-03-02→ Common Stock (21,550 underlying)
Disposition from Tender
Common Stock
2017-03-24−30,934→ 66,750 total
Disposition to Issuer
Common Stock
2017-03-24−66,750→ 0 total
Disposition to Issuer
Options to Purchase Common Stock
2017-03-24−37,765→ 0 total
Exercise: $12.10Exp: 2019-07-23→ Common Stock (37,765 underlying)
Disposition to Issuer
Options to Purchase Common Stock
2017-03-24−36,182→ 0 total
Exercise: $29.02Exp: 2024-09-17→ Common Stock (36,182 underlying)
Disposition to Issuer
Options to Purchase Common Stock
2017-03-24−53,500→ 0 total
Exercise: $12.10Exp: 2018-09-15→ Common Stock (53,500 underlying)
Disposition to Issuer
Options to Purchase Common Stock
2017-03-24−1,951→ 0 total
Exercise: $8.72Exp: 2021-02-08→ Common Stock (1,951 underlying)
Disposition to Issuer
Options to Purchase Common Stock
2017-03-24−14,396→ 0 total
Exercise: $56.64Exp: 2027-03-02→ Common Stock (14,396 underlying)
Disposition to Issuer
Options to Purchase Common Stock
2017-03-24−23,696→ 0 total
Exercise: $13.94Exp: 2022-03-06→ Common Stock (23,696 underlying)
Disposition to Issuer
Options to Purchase Common Stock
2017-03-24−73,170→ 0 total
Exercise: $12.41Exp: 2023-05-06→ Common Stock (73,170 underlying)
Disposition to Issuer
Options to Purchase Common Stock
2017-03-24−28,365→ 0 total
Exercise: $38.35Exp: 2025-06-04→ Common Stock (28,365 underlying)

Footnotes (22)

[F1]Disposed of in the exchange offer by Spartan Merger Sub 1, Inc. to acquire all of the outstanding shares of Common Stock (the "Exchange Offer"), pursuant to 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.
[F10]All of the options are time-based options which, as of February 8, 2016, were full vested.
[F11]All of the options are time-based options which, as of March 6, 2013, were fully vested.
[F12]All of the options are time-based options which, as of March 6, 2016, were fully vested.
[F13]Includes options for 54,877.5 shares of Common Stock that were vested prior to the Effective Time and options for 18,292.5 shares of Common Stock that remain unvested at the Effective Time.
[F14]The option provides for vesting in equal annual installments on May 6, 2014, May 6, 2015, May 6, 2016 and May 6, 2017.
[F15]Includes options for 18,091 shares of Common Stock that were vested prior to the Effective Time and options for 18,091 shares of Common Stock that remain unvested at the Effective Time.
[F16]The option provides for vesting in equal annual installments on September 17, 2015, September 17, 2016, September 17, 2017 and September 17, 2018.
[F17]Includes options for 7,091.25 shares of Common Stock that were vested prior to the Effective Time and options for 21,273.75 shares of Common Stock that remain unvested at the Effective Time.
[F18]The option provides for vesting in equal annual installments on June 4, 2016, June 4, 2017, June 4, 2018 and June 4, 2019.
[F19]Includes options for 5,387.5 shares of Common Stock that were vested prior to the Effective Time and options for 16,162.5 shares of Common Stock that remain unvested at the Effective Time.
[F2]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.
[F20]The option provides for vesting in equal annual installments on March 2, 2017, March 2, 2018, March 2, 2019 and March 2, 2020.
[F21]All of these options remained unvested at the Effective Time.
[F22]The option provides for vesting in equal annual installments on March 2, 2018, March 2, 2019, March 2, 2020 and March 2, 2021.
[F3]Includes 53,965 shares of Common Stock underlying restricted stock units ("RSUs") of the issuer, all of which are subject to time-based vesting and remained unvested mmediately prior to the effective time of the Merger (the "Effective Time"). Each RSU represents a contingent right to acquire one share of Common Stock.
[F4]Disposed of in the Merger, pursuant to the Merger Agreement
[F5]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.
[F6]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").
[F7]This line contains a combination of both time-based and performance-based options which, as of September 16, 2013, were fully vested.
[F8]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.
[F9]This line contains a combination of both time-based and performance-based options which, as of September 16, 2013, were fully vested.

Documents

1 file

4
rucker.xmlPrimary
OWNERSHIP DOCUMENT

Issuer

Surgical Care Affiliates, Inc.

CIK 0001411574

→

Entity typeoperating

IncorporatedDE

Related Parties

filerCIK 0001411574

Filing Metadata

Form type: 4
Filed: Mar 23, 8:00 PM ET
Accepted: Mar 24, 9:40 PM ET
Size: 34.6 KB

View on SEC.gov