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

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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^*

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)
07/05/2016

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	07/05/2016		M		17,500	A	$11.48	107,831(1)	D
Common Stock	07/05/2016		S(2)		17,500	D	$47.35(3)	90,331(1)	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							(4)	09/15/2018	Common Stock	53,500		53,500	D
Options to Purchase Common Stock	$12.1							(5)	07/23/2019	Common Stock	37,765		37,765	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	07/05/2016		M			17,500	(8)	03/06/2022	Common Stock	17,500	$0	42,428	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. Includes 52,714 shares of Common Stock underlying restricted stock units ("RSUs") of the issuer. All of the RSUs vest on the following schedule and are settled on each applicable vesting date: 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.

2. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 16, 2015, which plan became effective November 6, 2015.

3. This price represents the weighted average sale price (rounded to the nearest cent) for multiple transactions reported on this line. The prices of the transactions reported on this line ranged from $46.94 to $47.67. Upon request by the Commission staff, the issuer or a security holder of the issuer, the reporting person will undertake to provide full information regarding the number of shares sold at each separate price.

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	07/07/2016
	** 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).
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