SEC Form 4 · accession 0000899243-16-029915
HCA Healthcare, Inc. · HCA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
HERCULES HOLDING II, LLC
10% Owner
Period of report
Sep 23, 2016
Accepted (ET)
Sep 23, 2016 · 6:04 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000860730
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $.01 per shareF1,F2,F3 | Sep 23, 2016 | J | 5,864,878 | $0.00 | D | 68,912,077 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1This transaction represents a distribution for no consideration and on a pro rata basis by Hercules Holding II, LLC of 5,864,878 shares of HCA Holdings, Inc.'s common stock, par value $.01 per share ("Common Stock"), to certain entities affiliated with Kohlberg Kravis Roberts & Co. L.P. ("KKR"), which shares had previously been indirectly beneficially owned by such entities through their direct ownership in Hercules Holding II, LLC.
- F2Following the distribution of the shares of Common Stock reported herein, Hercules Holding II, LLC will be converted into a Delaware general partnership and will directly hold 68,912,077 shares of Common Stock. Prior to the distribution, the membership interests of Hercules Holding II, LLC were held by a private investor group, including certain entities affiliated with KKR and HCA Holdings, Inc. founder Dr. Thomas F. Frist, Jr. Following the distribution, affiliates of KKR will no longer hold any membership interests in Hercules Holding II, LLC or any successor entity but will directly hold 5,864,878 shares of Common Stock, or approximately 1.5% of the outstanding shares, and will no longer be filing reports under Section 16(a) of the Securities Exchange Act of 1934, as amended.
- F3(Continued from Footnote 2) Each of such persons, other than Hercules Holding II, LLC, disclaims membership in any such group and disclaims beneficial ownership of these securities, except to the extent of its pecuniary interest therein.