SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Information to be Included in Statements Filed Pursuant
to § 240.13d-1(a) and Amendments Thereto Filed
Pursuant to § 240.13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. 4)
Surgery Partners, Inc.
(Name of Issuer)
Common Stock, $0.01
par value per share
(Title of Class of Securities)
Bain Capital Investors, LLC
200 Clarendon Street
Boston, MA 02116
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 12, 2021
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (Act), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
|CUSIP No. 86881A 100||13D||Page 2 of 4|
Names of reporting persons
BCPE Seminole Holdings LP
Check the appropriate box if a member of a group
(a) ☐ (b) ☐
SEC use only
Source of funds
AF Affiliate (of reporting person)
Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
Citizenship or place of organization
Sole voting power
Shared voting power
Sole dispositive power
Shared dispositive power
Aggregate amount beneficially owned by each reporting person
Check if the aggregate amount in Row (11) excludes certain shares
Percent of class represented by amount in Row (11)
Type of reporting person
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This Amendment No. 4 relates to the shares of common stock, $0.01 par value per share (the Common Stock), of Surgery Partners, Inc., a Delaware corporation (the Issuer), and amends the initial statement on Schedule 13D filed by BCPE Seminole Holdings LP on September 8, 2019, as amended by Amendment No. 1 filed on December 15, 2017, Amendment No. 2 filed on February 12, 2021 and Amendment No. 3 filed on May 19, 2021 (the Initial Statement and, as further amended by this Amendment No. 4, the Statement). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Initial Statement and unless amended and restated hereby, all information in the Initial Statement remains in effect, as supplemented hereby.
On November 12, 2021, the Issuer completed a public offering of 6,900,000 shares of Common Stock (the November 2021 Offering), increasing the Issuers total number of outstanding shares of Common Stock to 89,336,720. As a result of the November 2021 Offering, the percentage of outstanding shares of Common Stock that the Reporting Person may be deemed to beneficially own was reduced by more than one percent. The Reporting Person did not sell any shares of Common Stock in the November 2021 Offering.
|Item 5.|| |
Interest in Securities of the Issuer
Item 5 of the Initial Statement is hereby amended and restated as follows:
The information set forth in or incorporated by reference in Items 2, 3 and 4 and on the cover pages of this Statement is incorporated by reference in its entirety into this Item 5.
|(a) - (c)|| |
As of the date hereof, the Reporting Person beneficially owns 49,064,576 shares of Common Stock, representing approximately 54.9% of the issued and outstanding shares of Common Stock.
Ownership percentages set forth in this Statement are based upon a total of 89,336,720 shares of Common Stock issued and outstanding, as reported by the Issuer in the prospectus supplement relating to the November 2021 Offering, filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act on November 10, 2021, after giving effect to the November 2021 Offering, including the full exercise of the underwriters option to purchase additional shares.
Except as stated within this Item 5, to the knowledge of the Reporting Person, only the Reporting Person has the right to receive, or the power to direct the receipt of, dividends from, or proceeds from the sale of, any of the shares of Common Stock beneficially owned by the Reporting Person as described in this Item 5.
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After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
|Dated: November 15, 2021|| |
BCPE Seminole Holdings LP
|By:||BCPE Seminole GP LLC,|
|its general partner|
|By:||Bain Capital Investors, LLC,|
|its sole member|
|Name:||T. Devin OReilly|