SEC Form 5 · accession 0001209191-15-014550
HCA Healthcare, Inc. · HCA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas F Frist III
Director · 10% Owner
Period of report
Dec 31, 2014
Accepted (ET)
Feb 17, 2015 · 4:46 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 | Feb 25, 2014 | G | 965,313 | $0.00 | A | 1,298,338 | I | Held indirectly through Hercules Holding II, LLC by Thomas F. Frist III 2014 Annuity Trust I |
| Common Stock, par value $0.01 per shareF1,F2 | May 19, 2014 | G | 2,155,327 | $0.00 | A | 2,155,327 | I | Held indirectly through Hercules Holding II, LLC by Thomas F. Frist III 2014 Annuity Trust II |
| Common Stock, par value $0.01 per shareF1,F2 | Nov 17, 2014 | G | 172,884 | $0.00 | A | 172,884 | I | Held indirectly through Hercules Holding II, LLC by Thomas F. Frist III 2014 Annuity Trust III |
| Common Stock, par value $0.01 per shareF1,F3 | holding | — | — | — | 9,497 | I | Held indirectly through Hercules Holding II, LLC by Julie D. Frist | |
| Common Stock, par value $0.01 per shareF1,F4 | holding | — | — | — | 251,424 | I | Held indirectly through Hercules Holding II, LLC by Thomas F. Frist III 2010 GRAT | |
| Common Stock, par value $0.01 per shareF1,F4 | holding | — | — | — | 250,170 | I | Held indirectly through Hercules Holding II, LLC by Thomas F. Frist III 2013 Annuity Trust I | |
| Common Stock, par value $0.01 per shareF1,F5 | holding | — | — | — | 28,490 | I | Held indirectly through Hercules Holding II, LLC by Trusts for Children | |
| Common Stock, par value $0.01 per shareF1,F6 | 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 his pecuniary interest therein.
- F2The Reporting Person received gifts of 965,312.9574, 2,155,327.3333 and 172,883.5988 units of Hercules on February 25, 2014, May 19, 2014 and November 17, 2014, respectively, which were subsequently transferred to Thomas F. Frist III 2014 Annuity Trust I, Thomas F. Frist III 2014 Annuity Trust II and Thomas F. Frist III 2014 Annuity Trust III, respectively, each of which he serves as trustee. Following receipt of these gifts, the Reporting Person may be deemed 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 common stock of HCA Holdings, Inc.
- F3The Reporting Person may be deemed to have in indirect beneficial ownership in respect of 9,496.54 units of Hercules through an indirect pecuniary interest in such units held by his wife and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Holdings, Inc.
- F4The Reporting Person is the trustee of (i) Thomas F. Frist III 2010 Grantor Retained Annuity Trust and (ii) Thomas F. Frist III 2013 Annuity Trust I 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 common stock of HCA Holdings, Inc.
- F5The Reporting Person may be deemed to be the beneficial owner of the aggregate 28,489.62 units of Hercules held by certain trusts for the benefit of his children, each of which his sister serves as trustee, and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Holdings, Inc.
- F6The 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 his 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.