SEC Form 4 · accession 0001209191-15-020016
HCA Healthcare, Inc. · HCA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
R Milton Johnson
Officer — Chairman & CEO · Director
Period of report
Feb 25, 2015
Accepted (ET)
Feb 27, 2015 · 9:19 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 | Feb 25, 2015 | M | 19,374 | $2.8302 | A | 96,030 | D | |
| Common Stock | Feb 25, 2015 | F | 8,128 | $70.98 | D | 87,902 | D | |
| Common Stock | holding | — | — | — | 322,624 | I | By Trust (Spouse, Trustee) |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-Qualified Stock Option (right to buy)F1,F2,F3 | $2.8302 | Feb 25, 2015 | M | 12,636 | D | — | Jan 26, 2016 | Common Stock | 12,636 | 0 | D |
| Non-Qualified Stock Option (right to buy)F1,F2,F3 | $2.8302 | Feb 25, 2015 | M | 2,986 | D | — | Jan 26, 2016 | Common Stock | 2,986 | 0 | D |
| Non-Qualified Stock Option (right to buy)F1,F2,F3 | $2.8302 | Feb 25, 2015 | M | 1,405 | D | — | Jan 26, 2016 | Common Stock | 1,405 | 0 | D |
| Non-Qualified Stock Option (right to buy)F1,F2,F3 | $2.8302 | Feb 25, 2015 | M | 2,347 | D | — | Jan 26, 2016 | Common Stock | 2,347 | 0 | D |
| Stock Appreciation RightF4 | $22.95 | Feb 25, 2015 | A | 53,125 | A | Feb 25, 2015 | Feb 8, 2022 | Common Stock | 53,125 | 53,125 | D |
| Stock Appreciation RightF5 | $37.18 | Feb 25, 2015 | A | 40,625 | A | Feb 25, 2015 | Feb 6, 2023 | Common Stock | 40,625 | 40,625 | D |
| Stock Appreciation RightF6 | $47.97 | Feb 25, 2015 | A | 45,625 | A | Feb 25, 2015 | Feb 5, 2024 | Common Stock | 45,625 | 45,625 | D |
| Restricted Stock UnitsF7,F8 | — | Feb 25, 2015 | A | 9,093 | A | — | — | Common Stock | 9,093 | 9,093 | D |
Explanation of responses
- F1Exercise Price was adjusted to reflect a 4.505 to 1 stock split that occurred with respect to the Issuer's common stock effective March 9, 2011.
- F2Immediately before the effective time of the merger of Hercules Acquisition Corporation with and into HCA Inc. on November 17, 2006, pursuant to the Merger Agreement dated July 24, 2006 among Hercules Holding II, LLC, Hercules Acquisition Corporation and HCA Inc., all unvested options became fully vested and immediately exercisable.
- F3Shares have been adjusted to reflect a 4.505 to 1 stock split that occurred with respect to the Issuer's common stock effective March 9, 2011.
- F4On February 8, 2012, the reporting person was granted 212,500 stock appreciation rights. The stock appreciation rights are eligible to vest in equal increments of up to 25% at the end of fiscal years 2012, 2013, 2014 and 2015 based upon the extent to which certain EBITDA performance targets have been met for the applicable fiscal year. Based upon the Company's achievement with respect to the EBITDA performance criteria for 2014, 100% of the stock appreciation rights subject to such criteria vested, resulting in the vesting of 53,125 stock appreciation rights.
- F5On February 6, 2013, the reporting person was granted 162,500 stock appreciation rights. The stock appreciation rights are eligible to vest in equal increments of up to 25% at the end of fiscal years 2013, 2014, 2015 and 2016 based upon the extent to which certain EBITDA performance targets have been met for the applicable fiscal year. Based upon the Company's achievement with respect to the EBITDA performance criteria for 2014, 100% of the stock appreciation rights subject to such criteria vested, resulting in the vesting of 40,625 stock appreciation rights.
- F6On February 5, 2014, the reporting person was granted 182,500 stock appreciation rights. The stock appreciation rights are eligible to vest in equal increments of up to 25% at the end of fiscal years 2014, 2015, 2016 and 2017 based upon the extent to which certain EBITDA performance targets have been met for the applicable fiscal year. Based upon the Company's achievement with respect to the EBITDA performance criteria for 2014, 100% of the stock appreciation rights subject to such criteria vested, resulting in the vesting of 45,625 stock appreciation rights.
- F7Each restricted stock unit represents a contingent right to receive one share of HCA Holdings, Inc. common stock.
- F8The restricted stock units vest in two equal installments on the second and third anniversaries of the grant date.