Bain Capital Investors Llc - May 17, 2021 Form 4 Insider Report for Surgery Partners, Inc. (SGRY)

Role: Director, 10%+ Owner
Signature: BAIN CAPITAL INVESTORS, LLC, By: /s/ Devin O'Reilly, Title: Managing Director
Stock symbol: SGRY
Transactions as of: May 17, 2021
Transactions value $: $0
Form type: 4
Date filed: 5/19/2021, 07:23 PM
Next filing: Jul 11, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SGRY	Common Stock	Options Exercise		+22.6M	+85.46%		49.1M	May 17, 2021	See footnote	F1, F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	SGRY	Series A Convertible Perpetual Participating Preferred Stock	Options Exercise		-310K	-100%		0	May 17, 2021	Common Stock	22.6M		See footnote	F1, F2, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
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.