Bain Capital Investors Form 4 Change in insider ownership

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BAIN CAPITAL INVESTORS LLC

(Last) (First) (Middle)

200 CLARENDON STREET

(Street)

BOSTON MA 02116

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Surgery Partners, Inc. [ SGRY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/19/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

	Form filed by One Reporting Person
X	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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	12/19/2023		S(5)		7,826,870	D	$33.44	50,421,379	I	See footnotes(1)(2)(3)(4)(7)
Common Stock	12/19/2023		J(6)		474,407	D	$0.00	49,946,972	I	See footnotes(1)(2)(3)(4)(7)

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		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: 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

1. Name and Address of Reporting Person^*

BAIN CAPITAL INVESTORS LLC

(Last) (First) (Middle)

200 CLARENDON STREET

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BCPE Seminole GP LLC

(Last) (First) (Middle)

200 CLARENDON STREET

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BCPE Seminole Holdings LP

(Last) (First) (Middle)

200 CLARENDON STREET

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BCPE Seminole GP II LLC

(Last) (First) (Middle)

200 CLARENDON STREET

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BCPE Seminole Holdings II Intermediate LP

(Last) (First) (Middle)

200 CLARENDON STREET

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BCPE Seminole Holdings III, L.P.

(Last) (First) (Middle)

200 CLARENDON STREET

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BCPE Seminole GP III LLC

(Last) (First) (Middle)

200 CLARENDON STREET

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BCPE Seminole Holdings IV, L.P.

(Last) (First) (Middle)

200 CLARENDON STREET

(Street)

BOSTON MA 02116

(City) (State) (Zip)

Explanation of Responses:

1. Bain Capital Investors, LLC ("BCI") is the sole member of BCPE Seminole GP LLC ("BCPE Seminole GP"), which is the general partner of BCPE Seminole Holdings LP ("BCPE Seminole") and BCPE Seminole Holdings IV, L.P. ("BCPE Seminole IV"). As a result, each of BCI and BCPE Seminole GP may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by BCPE Seminole and BCPE Seminole IV. Each of BCI and BCPE Seminole GP disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.

2. BCI is the sole member of BCPE Seminole GP II LLC ("BCPE Seminole GP II"), which is the general partner of BCPE Seminole Holdings II Intermediate LP ("BCPE Seminole II"). As a result, each of BCI and BCPE Seminole GP II may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by BCPE Seminole II. Each of BCI and BCPE Seminole GP II disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.

3. BCI is the sole member of BCPE Seminole GP III LLC ("BCPE Seminole GP III"), which is the general partner of BCPE Seminole Holdings III, L.P. ("BCPE Seminole III"). As a result, each of BCI and BCPE Seminole GP III may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by BCPE Seminole III. Each of BCI and BCPE Seminole GP III disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.

4. BCI is the general partner of Bain Capital Partners XI, L.P., which is the general partner of Bain Capital Fund XI, L.P. ("Bain Capital Fund XI"). The shares of Common Stock held by BCPE Seminole II, BCPE Seminole III and BCPE Seminole IV were previously acquired from BCPE Seminole and Bain Capital Fund XI in transactions exempt from Section 16 pursuant to Rule 16a-13.

5. On December 19, 2023, BCPE Seminole and BCPE Seminole II sold 1,706,257 and 6,120,613 shares of Common Stock, respectively, in an underwritten public offering (the "December 2023 Secondary Offering").

6. On December 19, 2023, BCPE Seminole distributed 474,407 shares of Common Stock to one or more members or partners in connection with certain charitable gifts made on December 19, 2023 (the "December 2023 Distribution").

7. Following the December 2023 Secondary Offering and December 2023 Distribution, BCPE Seminole held 10,708,102 shares of Common Stock, BCPE Seminole II held 30,055,197 shares of Common Stock, BCPE Seminole III held 4,232,353 shares of Common Stock and BCPE Seminole IV held 4,951,320 shares of Common Stock.

Remarks:

	Bain Capital Investors, LLC, By: /s/ Andrew Kaplan, Title: Partner	12/21/2023
	BCPE Seminole GP LLC, By: Bain Capital Investors, LLC, its sole member, By: /s/ Andrew Kaplan, Title: Partner	12/21/2023
	BCPE Seminole Holdings LP, By: BCPE Seminole GP LLC, its general partner, By: Bain Capital Investors, LLC, its sole member, By: /s/ Andrew Kaplan, Title: Partner	12/21/2023
	BCPE Seminole GP II LLC, By: Bain Capital Investors, LLC, its sole member, By: /s/ Andrew Kaplan, Title: Partner	12/21/2023
	BCPE Seminole Holdings II Intermediate LP, By: BCPE Seminole GP II LLC, its general partner, By: Bain Capital Investors, LLC, its sole member, By: /s/ Andrew Kaplan, Title: Partner	12/21/2023
	BCPE Seminole Holdings III, L.P., By: BCPE Seminole GP III LLC, its general partner, By: Bain Capital Investors, LLC, its sole member, By: /s/ Andrew Kaplan, Title: Partner	12/21/2023
	BCPE Seminole GP III LLC, By: Bain Capital Investors, LLC, its sole member, By: /s/ Andrew Kaplan, Title: Partner	12/21/2023
	BCPE Seminole Holdings IV, L.P., By: BCPE Seminole GP LLC, its general partner, By: Bain Capital Investors, LLC, its sole member, By: /s/ Andrew Kaplan, Title: Partner	12/21/2023
	** 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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