4//SEC Filing
Surgical Care Affiliates, Inc. 4
Accession 0000903423-17-000226
CIK 0001411574operating
Filed
Mar 23, 8:00 PM ET
Accepted
Mar 24, 9:36 PM ET
Size
6.4 KB
Accession
0000903423-17-000226
Insider Transaction Report
Form 4
Sachs Michael A
Director
Transactions
- Disposition to Issuer
Common Stock
2017-03-24−5,319→ 0 total
Footnotes (3)
- [F1]Disposed of 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.
- [F2]Reflects 5,319 shares of Common Stock underlying restricted stock units ("RSUs") of the issuer, all of which were subject to time-based vesting. Each RSU represents a contingent right to acquire one share of Common Stock. Immediately prior to the effective time of the Merger (the "Effective Time"), all of these RSUs were vested (2,130 of which had previously vested and 3,189 of which vested in connection with the Merger) and settled in shares of Common Stock.
- [F3]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 by Spartan Merger Sub 1, Inc. to acquire all of the outstanding shares of Common Stock), with the fractional shares being paid in cash, as provided in the Merger Agreement.
Documents
Issuer
Surgical Care Affiliates, Inc.
CIK 0001411574
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001411574
Filing Metadata
- Form type
- 4
- Filed
- Mar 23, 8:00 PM ET
- Accepted
- Mar 24, 9:36 PM ET
- Size
- 6.4 KB