Statement of Changes in Beneficial Ownership (4)
18 Dezember 2018 - 10:20PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
DeVeydt Wayne S
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2. Issuer Name
and
Ticker or Trading Symbol
Surgery Partners, Inc.
[
SGRY
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chief Executive Officer
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(Last)
(First)
(Middle)
C/O SURGERY PARTNERS, INC., 310 SEVEN SPRINGS WAY, SUITE 500
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3. Date of Earliest Transaction
(MM/DD/YYYY)
12/16/2018
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(Street)
BRENTWOOD, TN 37027
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option (Right to Buy)
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$12.90
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12/16/2018
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D
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200000
(2)
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(1)
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1/4/2028
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Common Stock
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200000
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(2)
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500000
(2)
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D
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Stock Appreciation Right
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$12.90
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12/16/2018
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A
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200000
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(3)
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1/4/2028
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Common Stock
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200000
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$0
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200000
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D
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Explanation of Responses:
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(1)
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Fifty percent of the options will vest in five equal annual installments on each of the first five anniversaries of January 4, 2018 (the "time condition"). Twenty-five percent of the options will vest based on satisfaction of the time condition and the achievement of an average closing price per share of the Issuer's Common Stock of $25.00 over a period of sixty consecutive trading days. The remaining twenty-five percent of the options will vest based on satisfaction of the time condition and the achievement of an average closing price per share of the Issuer's Common Stock of $35.00 over a period of sixty consecutive trading days.
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(2)
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This option was granted to the Reporting Person on January 4, 2018 for a total of 700,000 shares of Common Stock. On December 16, 2018 the Issuer canceled a portion of this award, representing 200,000 shares of Common Stock, reducing the amount of the option to 500,000 shares of Common Stock. In exchange for such cancelation, on the same date the Issuer granted to the Reporting Person the stock appreciation rights reported herein.
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(3)
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Fifty percent of the stock appreciation rights will vest in five equal annual installments on each of the first five anniversaries of January 4, 2018 (the "time condition"). Twenty-five percent of the stock appreciation rights will vest based on satisfaction of the time condition and the achievement of an average closing price per share of the Issuer's Common Stock of $25.00 over a period of sixty consecutive trading days. The remaining twenty-five percent of the stock appreciation rights will vest based on satisfaction of the time condition and the achievement of an average closing price per share of the Issuer's Common Stock of $35.00 over a period of sixty consecutive trading days.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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DeVeydt Wayne S
C/O SURGERY PARTNERS, INC.
310 SEVEN SPRINGS WAY, SUITE 500
BRENTWOOD, TN 37027
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X
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Chief Executive Officer
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Signatures
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/s/ Jennifer Baldock, Attorney-in-Fact
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12/18/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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