SEC Form 5 · accession 0001209191-15-014546
HCA Healthcare, Inc. · HCA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Patricia F Elcan
10% Owner
Period of report
Dec 31, 2014
Accepted (ET)
Feb 17, 2015 · 4:44 pm EST
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 $0.01 per shareF1,F2,F3 | Feb 25, 2014 | G | 965,313 | $0.00 | A | 1,176,925 | I | Held indirectly through Hercules Holding II, LLC by The Patricia Frist Elcan 2014 Annuity Trust II |
| Common Stock, par value $0.01 per shareF1,F2,F4 | May 19, 2014 | G | 300,623 | $0.00 | A | 776,574 | I | Held indirectly through Hercules Holding II, LLC |
| Common Stock, par value $0.01 per shareF1,F2,F4 | May 19, 2014 | G | 300,623 | $0.00 | D | 776,574 | I | Held indirectly through Hercules Holding II, LLC |
| Common Stock, par value $0.01 per shareF1,F2,F5 | May 19, 2014 | G | 300,623 | $0.00 | A | 0 | I | Held indirectly through Hercules Holding II, LLC by Patricia F. Elcan 2008 Family Trust |
| Common Stock, par value $0.01 per shareF1,F2,F5 | May 19, 2014 | G | 300,623 | $0.00 | D | 0 | I | Held indirectly through Hercules Holding II, LLC by Patricia F. Elcan 2008 Family Trust |
| Common Stock, par value $0.01 per shareF1,F2,F6 | May 19, 2014 | G | 300,623 | $0.00 | A | 996,767 | I | Held indirectly through Hercules Holding II, LLC by spouse and children |
| Common Stock, par value $0.01 per shareF1,F2,F3 | May 19, 2014 | G | 927,352 | $0.00 | A | 927,352 | I | Held indirectly through Hercules Holding II, LLC by The Patricia Frist Elcan 2014 Annuity Trust III |
| Common Stock, par value $0.01 per shareF1,F2,F3 | May 19, 2014 | G | 927,352 | $0.00 | A | 927,352 | I | Held indirectly through Hercules Holding II, LLC by The Patricia Frist Elcan 2014 Annuity Trust IV |
| Common Stock, par value $0.01 per shareF1,F2,F3 | Nov 17, 2014 | G | 172,884 | $0.00 | A | 172,884 | I | Held indirectly through Hercules Holding II, LLC by The Patricia Frist Elcan 2014 Annuity Trust VI |
| Common Stock, par value $0.01 per shareF4 | holding | — | — | — | 41,052 | D | ||
| Common Stock, par value $0.01 per shareF1,F7 | holding | — | — | — | 94,608 | I | Held indirectly through Hercules Holding II, LLC by The Patricia Frist Elcan 2013 Annuity Trust I | |
| Common Stock, par value $0.01 per shareF1,F8 | holding | — | — | — | 461,046 | I | Held indirectly through Hercules Holding II, LLC by Patricia F. Elcan Grat III Trust II | |
| Common Stock, par value $0.01 per shareF1,F9 | holding | — | — | — | 237,864 | I | Held indirectly through Hercules Holding II, LLC by Patricia F. Elcan Grat II Trust I | |
| Common Stock, par value $0.01 per shareF1,F10 | holding | — | — | — | 439,143 | I | Held indirectly through Hercules Holding II, LLC by Elcan Investment Partnership | |
| Common Stock, par value $0.01 per shareF1,F11 | holding | — | — | — | 169,208 | I | Held indirectly through Hercules Holding II, LLC by Elcan Children's Trust | |
| Common Stock, par value $0.01 per shareF1,F3 | holding | — | — | — | 250,170 | I | Held indirectly through Hercules Holding II, LLC by The Patricia Frist Elcan 2013 Annuity Trust V | |
| Common Stock, par value $0.01 per shareF1,F3 | holding | — | — | — | 334,830 | I | Held indirectly through Hercules Holding II, LLC by The Patricia Frist Elcan 2014 Annuity Trust V | |
| Common Stock, par value $0.01 per shareF1,F12 | holding | — | — | — | 700,915 | I | Held indirectly by GRATs | |
| Common Stock, par value $0.01 per shareF1,F13 | holding | — | — | — | 36,629,164 | I | Held indirectly through Hercules Holding II, LLC by Frisco, Inc. |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Hercules Holding II, LLC ("Hercules") holds 91,750,834 shares of the common stock of HCA Holdings, Inc. Hercules has issued one unit per share of HCA Holdings, Inc. that it owns directly. Hercules is held by a private investor group, including affiliates of Bain Capital Investors, LLC, Kohlberg Kravis Roberts & Co. L.P. and affiliates of HCA Inc. founder Dr. Thomas F. Frist, Jr. The Reporting Person may be deemed to be a member of a group exercising voting and investment control over the shares of common stock of HCA Holdings, Inc. held by Hercules. However, the Reporting Person disclaims membership in any such group and disclaims beneficial ownership of these securities, except to the extent of her pecuniary interest therein.
- F10The Reporting Person may be deemed to be the beneficial owner of the 22,049 shares of HCA Holdings, Inc. held by Elcan Investment Partnership. The Reporting Person may also be deemed to be the beneficial owner of the 417,093.8945 units of Hercules held by Elcan Investment Partnership, and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Holdings, Inc.
- F11The Reporting Person's husband is the trustee of Elcan Children's Trust and the Reporting Person may be deemed to be the beneficial owner of the 8,495 shares of HCA Holdings, Inc. held by such trust. The Reporting Person may also be deemed to be the beneficial owner of the 160,712.7998 units of Hercules held by such trust, and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Holdings, Inc.
- F12The Reporting Person is the trustee of three additional grantor retained annuity trusts for the benefit of her children and the Reporting Person's husband is the trustee of three additional grantor retained annuity trusts for the benefit of her children and the Reporting Person may, accordingly, be deemed to be the beneficial owner of the 35,190 shares of HCA Holdings, Inc. held by such trusts. In addition, the Reporting Person may be deemed to be the beneficial owner of the 665,724.9294 units of Hercules held by such trusts, and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Holdings, Inc.
- F13The Reporting Person may be deemed to share voting and dispositive power with respect to 36,629,163.8593 shares of HCA Holdings, Inc. beneficially owned by Frisco, Inc., by virtue of her position as a director of Frisco, Inc. Frisco, Inc. has beneficial ownership of 36,629,163.8593 units of Hercules, and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Holdings, Inc.
- F2The Reporting Person received gifts of (i) 965,312.9574, (ii) 2,155,327.3334 and (iii) 172,883.5988 units of Hercules on (i) February 25, 2014, (ii) May 19, 2014 and (iii) November 17, 2014, respectively, which were subsequently transferred to (i) The Patricia Frist Elcan 2014 Annuity Trust II, (ii) Patricia F. Elcan 2008 Family Trust (which subsequently transferred the units to the Reporting Person's children), The Patricia Frist Elcan 2014 Annuity Trust III and The Patricia Frist Elcan 2014 Annuity Trust IV and (iii) The Patricia Frist Elcan 2014 Annuity Trust VI, respectively.
- F3The Reporting Person is trustee of (i) The Patricia Frist Elcan 2013 Annuity Trust V, (ii) The Patricia Frist Elcan 2014 Annuity Trust II, (iii) The Patricia Frist Elcan 2014 Annuity Trust III, (iv) The Patricia Frist Elcan 2014 Annuity Trust IV, (v) The Patricia Frist Elcan 2014 Annuity Trust V and (vi) The Patricia Frist Elcan 2014 Annuity Trust VI and may be deemed to be the beneficial owner of the units of Hercules held by these trusts, and therefore may be deemed to own indirectly the same number of shares of HCA Holdings, Inc.
- F4The Reporting Person jointly owns with her husband 41,052 shares of HCA Holdings, Inc. and 776,573.9641 units of Hercules and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Holdings, Inc. by virtue of her membership in Hercules.
- F5The Reporting Person's husband is the trustee of the Patricia F. Elcan 2008 Family Trust.
- F6The Reporting Person may be deemed to have indirect beneficial ownership in respect of 34,951 shares of HCA Holdings, Inc. through an indirect pecuniary interest in such shares held by her husband and children. In addition, the Reporting Person may be deemed to have indirect beneficial ownership in respect of 961,816.2890 units of Hercules, through an indirect pecuniary interest in such units held by her husband and children, and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Holdings, Inc.
- F7The Reporting Person is trustee of The Patricia Frist Elcan 2013 Annuity Trust I and may be deemed to be the beneficial owner of the 15,941 shares of HCA Holdings, Inc. held by such trust. The Reporting Person may also be deemed to be the beneficial owner of the 78,667.4096 units of Hercules held by such trust and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Holdings, Inc.
- F8The Reporting Person's husband is the trustee of the Patricia F. Elcan Grat III Trust II and the Reporting Person may be deemed to be the beneficial owner of the 23,148 shares of HCA Holdings, Inc. held by such trust. The Reporting Person may also be deemed to be the beneficial owner of the 437,898.2045 units of Hercules held by such trust and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Holdings, Inc.
- F9The Reporting Person's husband is the trustee of the Patricia F. Elcan Grat II Trust I and the Reporting Person may be deemed to be the beneficial owner of the 11,943 shares of HCA Holdings, Inc. held by such trust. The Reporting Person may also be deemed to be the beneficial owner of the 225,920.9997 units of Hercules held by such trust and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Holdings, Inc.