4//SEC Filing
O'Reilly T. Devin 4
Accession 0000899243-21-020019
CIK 0001638833other
Filed
May 18, 8:00 PM ET
Accepted
May 19, 7:19 PM ET
Size
9.0 KB
Accession
0000899243-21-020019
Insider Transaction Report
Form 4
O'Reilly T. Devin
Director10% Owner
Transactions
- Exercise/Conversion
Series A Convertible Perpetual Participating Preferred Stock
2021-05-17−310,000→ 0 total(indirect: See footnote)→ Common Stock (22,608,925 underlying) - Exercise/Conversion
Common Stock
2021-05-17+22,608,925→ 49,064,576 total(indirect: See footnote)
Footnotes (3)
- [F1]Represents securities held directly by BCPE Seminole Holdings LP ("BCPE Holdings"). Bain Capital Investors, LLC ("BCI") is the sole member of BCPE Seminole GP LLC, which is the general partner of BCPE Holdings. T. Devin O'Reilly is a Managing Director of BCI. By virtue of the relationships described in this footnote, Mr. O'Reilly may be deemed to share voting and dispositive power with respect to the securities held by BCPE Holdings. Mr. O'Reilly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
- [F2]Each share of Series A Convertible Perpetual Participating Preferred Stock (the "Series A Preferred Stock") was convertible into the number of shares of common stock of the Issuer equal to the quotient obtained by dividing (a) the accrued value of such share of Series A Preferred Stock (initially, $1,000) plus any accrued but uncompounded dividends on such share by (b) the $19.00 conversion price, subject to certain anti-dilution adjustments in accordance with the terms as set forth in the Series A Preferred Stock Certificate of Designation. Dividends accrued daily and compounded quarterly on March 31, June 30, September 30 and December 31 of each year and were added to the accrued value of a share. The Series A Preferred Stock did not have an expiration date.
- [F3]On May 17, 2021, the 310,000 shares of Series A Preferred Stock held by BCPE Holdings were converted into 22,608,925 shares of common stock of the Issuer following the Issuer's exercise of its optional conversion right pursuant to the terms of the Series A Preferred Stock Certificate of Designation.
Documents
Issuer
Surgery Partners, Inc.
CIK 0001638833
Entity typeother
Related Parties
1- filerCIK 0001712887
Filing Metadata
- Form type
- 4
- Filed
- May 18, 8:00 PM ET
- Accepted
- May 19, 7:19 PM ET
- Size
- 9.0 KB