Accession Number: | 0000899243-21-020020 |
Date: | 2021-05-17 |
Issuer: | SURGERY PARTNERS, INC. (SGRY) |
Original Submission Date: |
BAIN CAPITAL INVESTORS LLC
200 CLARENDON STREET
BOSTON, MA 02116
BCPE SEMINOLE GP LLC
200 CLARENDON STREET
BOSTON, MA 02116
BCPE SEMINOLE HOLDINGS LP
200 CLARENDON STREET
BOSTON, MA 02116
Title of Security | Transaction Date | 2a. Deemed Execution Date | Transaction Code | Shares | Acquired or Disposed | Price per share | 5. Amount of Securities Beneficially Owned Following Reported Transaction | 6. Ownership Form Direct or Indirect | Nature of Indirect Ownership |
---|---|---|---|---|---|---|---|---|---|
COMMON STOCK | 2021-05-17 | M | 22,608,925 | a | $0.00 | 49,064,576 | indirect |
Title of Derivative Security | Conversion or Exercise Price of Derivative Security | Transaction Date | Deemed Execution Date | Transaction Code | Number of Derivative Securities Acquired (A) or Disposed of (D) | Date Exercisable | Expiration Date | Title and Amount of Securities Underlying Derivative Security | Price of Derivative Security | Number of derivative Securities Beneficially Owned Following Reported Transaction(s) | Ownership Form: Direct (D) or Indirect (I) | Nature of Indirect Beneficial Ownership |
---|---|---|---|---|---|---|---|---|---|---|---|---|
SERIES A CONVERTIBLE PERPETUAL PARTICIPATING PREFERRED STOCK | 0.0 | 2021-05-17 | deemed execution date | M | 310,000 (d) | common stock 22,608,925 | $0.00 | 0 | indirect | see footnote |
ID | footnote |
---|---|
f1 | represents securities held directly by bcpe seminole holdings lp ("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, each of bci and bcpe gp may be deemed to share voting and dispositive power with respect to the securities held by bcpe holdings. bci and bcpe gp each disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein. |
f2 | each share of series a convertible perpetual participating preferred stock (the "series a preferred stock") was convertible 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 as set forth in the series a preferred stock certificate of designation. dividends accrued daily and compounded quarterly on march 31, june 30, september 30 and december 31 of each year and were added to the accrued value of a share. the series a preferred stock did not have an expiration date. |
f3 | on may 17, 2021, the 310,000 shares of series a preferred stock held by bcpe holdings were converted into 22,608,925 shares of common stock of the issuer following the issuer's exercise of its optional conversion right pursuant to the terms of the series a preferred stock certificate of designation. |