Bain Capital Investors Llc - Dec 19, 2023 Form 4 Insider Report for Surgery Partners, Inc. (SGRY)

Role
Director, 10%+ Owner
Signature
Bain Capital Investors, LLC, By: /s/ Andrew Kaplan, Title: Partner
Stock symbol
SGRY
Transactions as of
Dec 19, 2023
Transactions value $
-$261,730,533
Form type
4
Date filed
12/21/2023, 08:13 PM
Previous filing
Oct 18, 2023
Next filing
Jun 7, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SGRY Common Stock Sale -$262M -7.83M -13.44% $33.44 50.4M Dec 19, 2023 See footnotes F1, F2, F3, F4, F5, F7
transaction SGRY Common Stock Other $0 -474K -0.94% $0.00 49.9M Dec 19, 2023 See footnotes F1, F2, F3, F4, F6, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Bain Capital Investors, LLC ("BCI") is the sole member of BCPE Seminole GP LLC ("BCPE Seminole GP"), which is the general partner of BCPE Seminole Holdings LP ("BCPE Seminole") and BCPE Seminole Holdings IV, L.P. ("BCPE Seminole IV"). As a result, each of BCI and BCPE Seminole GP may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by BCPE Seminole and BCPE Seminole IV. Each of BCI and BCPE Seminole GP disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
F2 BCI is the sole member of BCPE Seminole GP II LLC ("BCPE Seminole GP II"), which is the general partner of BCPE Seminole Holdings II Intermediate LP ("BCPE Seminole II"). As a result, each of BCI and BCPE Seminole GP II may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by BCPE Seminole II. Each of BCI and BCPE Seminole GP II disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
F3 BCI is the sole member of BCPE Seminole GP III LLC ("BCPE Seminole GP III"), which is the general partner of BCPE Seminole Holdings III, L.P. ("BCPE Seminole III"). As a result, each of BCI and BCPE Seminole GP III may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by BCPE Seminole III. Each of BCI and BCPE Seminole GP III disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
F4 BCI is the general partner of Bain Capital Partners XI, L.P., which is the general partner of Bain Capital Fund XI, L.P. ("Bain Capital Fund XI"). The shares of Common Stock held by BCPE Seminole II, BCPE Seminole III and BCPE Seminole IV were previously acquired from BCPE Seminole and Bain Capital Fund XI in transactions exempt from Section 16 pursuant to Rule 16a-13.
F5 On December 19, 2023, BCPE Seminole and BCPE Seminole II sold 1,706,257 and 6,120,613 shares of Common Stock, respectively, in an underwritten public offering (the "December 2023 Secondary Offering").
F6 On December 19, 2023, BCPE Seminole distributed 474,407 shares of Common Stock to one or more members or partners in connection with certain charitable gifts made on December 19, 2023 (the "December 2023 Distribution").
F7 Following the December 2023 Secondary Offering and December 2023 Distribution, BCPE Seminole held 10,708,102 shares of Common Stock, BCPE Seminole II held 30,055,197 shares of Common Stock, BCPE Seminole III held 4,232,353 shares of Common Stock and BCPE Seminole IV held 4,951,320 shares of Common Stock.