FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Sharff Richard L. Jr. 		2. Issuer Name and Ticker or Trading Symbol

Surgical Care Affiliates, Inc. [ SCAI ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
General Counsel
(Last)          (First)          (Middle)

C/O SURGICAL CARE AFFILIATES, INC., 510 LAKE COOK ROAD, SUITE 400 		3. Date of Earliest Transaction (MM/DD/YYYY)

2/23/2017
(Street)

DEERFIELD, IL 60015
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   2/23/2017     M    6693   A $12.10   41839   (1) D  
 
Common Stock   2/23/2017     M    12824   A $11.48   54663   (1) D  
 
Common Stock   2/23/2017     S (2)    19517   D $56.73   (3) 35146   (1) D  
 

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Options to Purchase Common Stock   $12.10   2/23/2017     M         6693      (4) 6/29/2017   Common Stock   6693   $0   0   D  
 
Options to Purchase Common Stock   $13.94                      (5) 3/6/2022   Common Stock   6413     6413   D  
 
Options to Purchase Common Stock   $11.48   2/23/2017     M         12824      (6) 3/6/2022   Common Stock   12824   $0   0   D  
 
Options to Purchase Common Stock   $12.41                      (7) 5/6/2023   Common Stock   24390     24390   D  
 
Options to Purchase Common Stock   $29.02                      (8) 9/17/2024   Common Stock   21106     21106   D  
 
Options to Purchase Common Stock   $38.35                      (9) 6/4/2025   Common Stock   15884     15884   D  
 
Options to Purchase Common Stock   $41.25                      (10) 3/2/2026   Common Stock   12067     12067   D  
 

Explanation of Responses:
( 1)  Includes 26,070 shares of Common Stock underlying restricted stock units ("RSUs") of the issuer. All of the RSUs vest on the following schedule and are settled on each applicable vesting date: 2,334 RSUs vesting on March 2, 2017, 2,966 RSUs vesting on June 4, 2017, 3,920 RSUs vesting on September 17, 2017, 2,333 RSUs vesting on March 2, 2018, 2,966 RSUs vesting on June 4, 2018, 3,919 RSUs vesting on September 17, 2018, 2,333 RSUs vesting on March 2, 2019, 2,966 RSUs vesting on June 4, 2019 and 2,333 RSUs vesting on March 2, 2020.
( 2)  The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan.
( 3)  This price represents the weighted average sale price (rounded to the nearest cent) for multiple transactions reported on this line. The prices of the transactions reported on this line ranged from $56.65 to $56.80. Upon request by the Commission staff, the issuer or a security holder of the issuer, the reporting person will undertake to provide full information regarding the number of shares sold at each separate price.
( 4)  All of the options are performance-based options and, as of September 16, 2013, were fully vested.
( 5)  All of the options are time-based options which, as of March 6, 2013, were fully vested.
( 6)  All of the options are time-based options which, as of March 6, 2016, were fully vested.
( 7)  The option provides for vesting in equal annual installments on May 6, 2014, May 6, 2015, May 6, 2016 and May 6, 2017.
( 8)  The option provides for vesting in equal annual installments on September 17, 2015, September 17, 2016, September 17, 2017 and September 17, 2018.
( 9)  The option provides for vesting in equal annual installments on June 4, 2016, June 4, 2017, June 4, 2018 and June 4, 2019.
( 10)  The option provides for vesting in equal annual installments on March 2, 2017, March 2, 2018, March 2, 2019 and March 2, 2020.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Sharff Richard L. Jr.
C/O SURGICAL CARE AFFILIATES, INC.
510 LAKE COOK ROAD, SUITE 400
DEERFIELD, IL 60015

General Counsel

Signatures
/s/ Richard L. Sharff, Jr. 2/24/2017
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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