Item 3.02 Unregistered Sales of Equity Securities.
As previously disclosed, on August 31, 2017, Surgery Partners, Inc. (the
"Company") completed the sale and issuance of 310,000 shares of preferred stock,
par value $0.01 per share, of the Company, designated as 10.00% Series A
Convertible Perpetual Participating Preferred Stock (the "Series A Preferred
Stock") to BCPE Seminole Holdings LP ("BCPE"), an affiliate of Bain Capital
Private Equity, at a purchase price of $1,000.00 per share in cash.
Pursuant to the Certificate of Designations, Preferences, Rights and Limitations
of 10.00% Series A Convertible Perpetual Participating Preferred Stock of
Surgery Partners, Inc. (the "Certificate of Designation"), the Company may
require the conversion of all, but not less than all, of the Series A Preferred
Stock pursuant to the terms and conditions of the Certificate of Designation,
after the second anniversary of the date of issuance, if the volume weighted
average closing price of the Common Stock for any twenty out of thirty
consecutive trading days prior to such date, equals or exceeds $42.00 per share
(the "Company's Optional Conversion Right"). On April 16, 2021, the Company
notified BCPE that the Company's Optional Conversion Right had been triggered,
and that all outstanding shares of Series A Preferred Stock would convert as of
May 17, 2021.
On May 17, 2021, the Company issued 22,608,925 shares of its common stock, $0.01
par value per share (the "Common Stock") to BCPE, as a result of the conversion
of all outstanding shares of the Company's Series A Preferred Stock at a
conversion price of $19.00 per share. As a result of such conversion, the
Company currently has no shares of Series A Preferred Stock issued or
outstanding.
The shares of Common Stock issued upon the conversion of the Series A Preferred
Stock were issued in reliance upon the exemption from the registration
requirements of the Securities Act of 1933, as amended (the "Securities Act")
provided by Section 4(a)(2) of the Securities Act.

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