Devin O'Reilly - Nov 23, 2022 Form 4 Insider Report for Surgery Partners, Inc. (SGRY)

Role: Director, 10%+ Owner
Signature: /s/ Devin O'Reilly
Stock symbol: SGRY
Transactions as of: Nov 23, 2022
Transactions value $: $224,999,989
Form type: 4
Date filed: 11/23/2022, 03:15 PM
Previous filing: May 19, 2021
Next filing: Dec 21, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SGRY	Common Stock	Award	$225M	+9.18M	+18.72%	$24.50	58.2M	Nov 23, 2022	See footnote	F1, F2

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

Explanation of Responses:

Id	Content
F1	On November 21, 2022, Bain Capital Fund XI, L.P. ("Fund XI") entered into a stock purchase agreement with the Issuer pursuant to which the Issuer agreed to issue and sell 9,183,673 shares of Common Stock to Fund XI at a price of $24.50 per share, for an aggregate purchase price of $224,999,988.50 (the "Private Placement"). The closing of the Private Placement was contingent on the closing of the Issuer's concurrent underwritten offering, which closed on November 23, 2022. The Private Placement is expected to close within 30 days of the date hereof, subject to the satisfaction of customary closing conditions.
F2	Represents shares of Common Stock held by BCPE Seminole Holdings LP ("BCPE Seminole") and Fund XI. Bain Capital Investors, LLC ("BCI") is the (i) sole member of BCPE Seminole GP LLC, which is the general partner of BCPE Seminole, and (ii) general partner of Bain Capital Partners XI, L.P., which is the general partner of Fund XI. Devin O'Reilly is a Managing Director of BCI. By virtue of the relationships described in this footnote, Mr. O'Reilly may be deemed to share voting and dispositive power with respect to the securities held by BCPE Seminole and Fund XI. Mr. O'Reilly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

Content

On November 21, 2022, Bain Capital Fund XI, L.P. ("Fund XI") entered into a stock purchase agreement with the Issuer pursuant to which the Issuer agreed to issue and sell 9,183,673 shares of Common Stock to Fund XI at a price of $24.50 per share, for an aggregate purchase price of $224,999,988.50 (the "Private Placement"). The closing of the Private Placement was contingent on the closing of the Issuer's concurrent underwritten offering, which closed on November 23, 2022. The Private Placement is expected to close within 30 days of the date hereof, subject to the satisfaction of customary closing conditions.

Represents shares of Common Stock held by BCPE Seminole Holdings LP ("BCPE Seminole") and Fund XI. Bain Capital Investors, LLC ("BCI") is the (i) sole member of BCPE Seminole GP LLC, which is the general partner of BCPE Seminole, and (ii) general partner of Bain Capital Partners XI, L.P., which is the general partner of Fund XI. Devin O'Reilly is a Managing Director of BCI. By virtue of the relationships described in this footnote, Mr. O'Reilly may be deemed to share voting and dispositive power with respect to the securities held by BCPE Seminole and Fund XI. Mr. O'Reilly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.