SEC Form 4 · accession 0001209191-15-020017

HCA Healthcare, Inc. · HCA

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Samuel N Hazen

Officer — COO

Period of report

Feb 25, 2015

Accepted (ET)

Feb 27, 2015 · 9:21 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 18, 2015	G	108,544	$0.00	D	0	I	By 2012 GRAT (Reporting Person, Trustee)
Common Stock	Feb 18, 2015	G	108,544	$0.00	A	170,752	I	By Trust (Spouse, Trustee)
Common Stock	Feb 25, 2015	F	840	$70.98	D	31,591	D
Common Stock	holding	—	—		—	180,000	I	By LLC
Common Stock	holding	—	—		—	150,000	I	By 2015 GRAT (Reporting Person, 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	$17.33	Feb 25, 2015	A	15,625	A	Feb 25, 2015	Nov 2, 2021	Common Stock	15,625	15,625	D
Stock Appreciation Right^F2	$22.95	Feb 25, 2015	A	31,250	A	Feb 25, 2015	Feb 8, 2022	Common Stock	31,250	31,250	D
Stock Appreciation Right^F3	$37.18	Feb 25, 2015	A	23,750	A	Feb 25, 2015	Feb 6, 2023	Common Stock	23,750	23,750	D
Stock Appreciation Right^F4	$47.97	Feb 25, 2015	A	20,625	A	Feb 25, 2015	Feb 5, 2024	Common Stock	20,625	20,625	D
Restricted Stock Units^F5,F6	—	Feb 25, 2015	A	4,783	A	—	—	Common Stock	4,783	4,783	D

Explanation of responses

F1On November 2, 2011, the reporting person was granted an option to purchase 62,500 shares of common stock. The option vests in equal increments of up to 25% at the end of each of fiscal years 2011, 2012, 2013 and 2014 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 shares subject to such criteria vested, resulting in the vesting of the option as to 15,625 shares.
F2On February 8, 2012, the reporting person was granted 125,000 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 31,250 stock appreciation rights.
F3On February 6, 2013, the reporting person was granted 95,000 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 23,750 stock appreciation rights.
F4On February 5, 2014, the reporting person was granted 82,500 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 20,625 stock appreciation rights.
F5Each restricted stock unit represents a contingent right to receive one share of HCA Holdings, Inc. common stock.
F6The restricted stock units vest in two equal installments on the second and third anniversaries of the grant date.