SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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* BAIN CAPITAL INVESTORS LLC (Last) (First) (Middle) 200 CLARENDON STREET (Street) BOSTON MA 02116 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 08/31/2017	3. Issuer Name and Ticker or Trading Symbol Surgery Partners, Inc. [ SGRY ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.01 per share(1)	26,455,651	I	See Footnotes(2)(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Convertible Perpetual Participating Preferred Stock(4)	(5)	(6)	Common Stock, par value $0.01 per share	16,315,789	(5)	I	See Footnotes(2)(3)

1. Name and Address of Reporting Person* BAIN CAPITAL INVESTORS LLC (Last) (First) (Middle) 200 CLARENDON STREET (Street) BOSTON MA 02116 (City) (State) (Zip)

1. Name and Address of Reporting Person* BCPE Seminole GP LLC (Last) (First) (Middle) 200 CLARENDON STREET (Street) BOSTON MA 02116 (City) (State) (Zip)

1. Name and Address of Reporting Person* BCPE Seminole Holdings LP (Last) (First) (Middle) 200 CLARENDON STREET (Street) BOSTON MA 02116 (City) (State) (Zip)

Explanation of Responses:

1. On August 31, 2017, BCPE Seminole Holdings LP ("BCPE Holdings") purchased 26,455,651 shares of common stock from H.I.G. Surgery Centers, LLC ("HIG") pursuant to the Stock Purchase Agreement, dated as of May 9, 2017, by and among Holdings, Surgery Partners, Inc. (the "Issuer"), H.I.G. Bayside Debt & LBO Fund II L.P. and HIG.

2. The securities reported in this Form 3 are held directly by BCPE Holdings. Bain Capital Investors, LLC ("BCI") is the sole member of BCPE Seminole GP LLC ("BCPE GP"), which is the general partner of BCPE Holdings. As a result, BCPE GP may be deemed to share voting and dispositive power with respect to the securities held by BCPE Holdings. BCPE GP disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.

3. The governance, investment strategy and decision-making process with respect to investments held by BCPE Holdings is directed by the Global Private Equity Board of BCI. As a result, BCI may be deemed to share voting and dispositive power with respect to the securities held by BCPE Holdings. BCI disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.

4. On August 31, 2017, BCPE Holdings acquired 310,000 shares of 10.00% Series A Convertible Perpetual Participating Preferred Stock (the "Series A Preferred Stock") from the Issuer.

5. Each share of Series A Preferred Stock is convertible at any time, at the election of the holder, 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 set forth in the Series A Preferred Stock Certificate of Designation. Dividends accrue daily and compound quarterly on March 31, June 30, September 30 and December 31 of each year and are added to the accrued value of a share and, therefore, the number of shares of common stock into which each share of Series A Preferred Stock may be converted will increase over time.

6. The Series A Preferred Stock has no expiration date.

Remarks:

	BAIN CAPITAL INVESTORS LLC, By: /s/ T. Devin O'Reilly, Name: T. Devin O'Reilly, Title: Managing Director	09/01/2017
	BCPE Seminole GP LLC, By: /s/ T. Devin O'Reilly, Name: T. Devin O'Reilly, Title: Vice President	09/01/2017
	BCPE Seminole Holdings LP, By: /s/ T. Devin O'Reilly, Name: T. Devin O'Reilly, Title: Vice President	09/01/2017
	** Signature of Reporting Person	Date
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