SEC FORM 4 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*
Brinkman Carollee

(Last) (First) (Middle)
C/O SURGERY PARTNERS, INC.
310 SEVEN SPRINGS WAY, SUITE 500

(Street)
BRENTWOOD TN 37027

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Surgery Partners, Inc. [ SGRY ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
President, National Group
3. Date of Earliest Transaction (Month/Day/Year)
03/15/2019
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 03/15/2019 A 8,740(1) A $0 17,486 D
Common Stock 03/15/2019 A 13,040(2) A $0 30,526 D
Common Stock 03/16/2019 F 999(3) D $13.42 29,527 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
Stock Option (Right to Buy) $13.42 03/15/2019 A 148,500 (4) 03/15/2029 Common Stock 148,500 $0 148,500 D
Explanation of Responses:
1. Shares issued based on 2018 performance under performance stock unit awards granted to the Reporting Person on March 16, 2018. Shares will vest in two equal annual installments on each of the first two anniversaries of December 31, 2018.
2. Shares will vest in three equal annual installments of each of the first three anniversaries of March 15, 2019.
3. Shares withheld by the Issuer to satisfy the Reporting Person's tax withholding obligations in connection with the vesting on March 16, 2019 of restricted stock.
4. One-third (1/3) of the options will vest in three equal installments on each of December 31, 2020, December 31, 2021, and December 31, 2022, generally contingent upon continued employment through each applicable vesting date (the "time condition"). One-third (1/3) of the options will vest based on satisfaction of the time condition and the achievement of a closing price per share of the Issuer's Common Stock of $25.00. The remaining one-third (1/3) of the options will vest based on satisfaction of the time condition and the achievement of a closing price per share of the Issuer's Common Stock of $35.00.
Remarks:
/s/ Jennifer Baldock, Attorney-in-Fact 03/19/2019
** 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).
** 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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