Michael A. Rucker Form 4 Surgical Care Affiliates / Michael A. Rucker ownership change

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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

Rucker Michael A.

(Last) (First) (Middle)

C/O SURGICAL CARE AFFILIATES, INC.

520 LAKE COOK ROAD, SUITE 250

(Street)

DEERFIELD IL 60015

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Surgical Care Affiliates, Inc. [ SCAI ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/17/2015

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

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. 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	09/17/2015		F		3,156(1)	D	$38.12	92,509(2)	D

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
Options to Purchase Common Stock	$12.1							(3)	09/15/2018	Common Stock	53,500		53,500	D
Options to Purchase Common Stock	$12.1							(4)	07/23/2019	Common Stock	37,765		37,765	D
Options to Purchase Common Stock	$11.18							(5)	02/08/2021	Common Stock	7,316		6,343	D
Options to Purchase Common Stock	$8.72							(6)	02/08/2021	Common Stock	1,951		1,951	D
Options to Purchase Common Stock	$13.94							(7)	03/06/2022	Common Stock	23,696		23,696	D
Options to Purchase Common Stock	$11.48							(8)	03/06/2022	Common Stock	71,085		71,085	D
Options to Purchase Common Stock	$12.41							(9)	05/06/2023	Common Stock	73,170		73,170	D
Options to Purchase Common Stock	$29.02							(10)	09/17/2024	Common Stock	36,182		36,182	D
Options to Purchase Common Stock	$38.35							(11)	06/04/2025	Common Stock	28,365		28,365	D
Options to Purchase Common Stock	$41.25							(12)	03/02/2026	Common Stock	21,550		21,550	D

Explanation of Responses:

1. Represents shares of Common Stock withheld by the issuer to satisfy tax withholding obligations incident to the vesting and settlement on September 17, 2015 of restricted stock units of the issuer issued in accordance with Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Such deemed disposition is exempt from Section 16(b) of the Exchange Act pursuant to Rule 16b-3(e).

2. Includes 58,011 shares of Common Stock underlying restricted stock units ("RSUs") of the issuer. All of the RSUs are subject to time-based vesting and vest on the following schedule: 5,297 RSUs vesting on June 4, 2016, 6,720 RSUs vesting on September 17, 2016, 4,167 RSUs vesting on March 2, 2017, 5,297 RSUs vesting on June 4, 2017, 6,719 RSUs vesting on September 17, 2017, 4,167 RSUs vesting on March 2, 2018, 5,296 RSUs vesting on June 4, 2018, 6,719 RSUs vesting on September 17, 2018, 4,167 RSUs vesting on March 2, 2019, 5,296 RSUs vesting on June 4, 2019 and 4,166 RSUs vesting on March 2, 2020.

3. This line contains a combination of both time-based and performance-based options which, as of September 16, 2013, were fully vested.

4. This line contains a combination of both time-based and performance-based options which, as of September 16, 2013, were fully vested.

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 February 8, 2016, were fully vested.

7. All of the options are time-based options which, as of March 6, 2013, were fully vested.

8. All of the options are time-based options which, as of March 6, 2016, were fully vested.

9. The option provides for vesting in equal annual installments on May 6, 2014, May 6, 2015, May 6, 2016 and May 6, 2017.

10. The option provides for vesting in equal annual installments on September 17, 2015, September 17, 2016, September 17, 2017 and September 17, 2018.

11. The option provides for vesting in equal annual installments on June 4, 2016, June 4, 2017, June 4, 2018 and June 4, 2019.

12. The option provides for vesting in equal annual installments on March 2, 2017, March 2, 2018, March 2, 2019 and March 2, 2020.

Remarks:

	/s/ Richard L. Sharff, Jr., by power of attorney	03/17/2016
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.