SEC Form 4 · accession 0001209191-15-020021
HCA Healthcare, Inc. · HCA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Charles J Hall
Officer — Group President
Period of report
Feb 25, 2015
Accepted (ET)
Feb 27, 2015 · 9:22 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 | F | 654 | $70.98 | D | 12,751 | D |
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 | 12,500 | A | Feb 25, 2015 | Nov 2, 2021 | Common Stock | 12,500 | 12,500 | D |
| Stock Appreciation RightF2 | $22.95 | Feb 25, 2015 | A | 18,750 | A | Feb 25, 2015 | Feb 8, 2022 | Common Stock | 18,750 | 18,750 | D |
| Stock Appreciation RightF3 | $37.18 | Feb 25, 2015 | A | 13,750 | A | Feb 25, 2015 | Feb 6, 2023 | Common Stock | 13,750 | 13,750 | D |
| Stock Appreciation RightF4 | $47.97 | Feb 25, 2015 | A | 9,375 | A | Feb 25, 2015 | Feb 5, 2024 | Common Stock | 9,375 | 9,375 | D |
| Restricted Stock UnitsF5,F6 | — | Feb 25, 2015 | A | 3,321 | A | — | — | Common Stock | 3,321 | 3,321 | D |
Explanation of responses
- F1On November 2, 2011, the reporting person was granted an option to purchase 50,000 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 12,500 shares.
- F2On February 8, 2012, the reporting person was granted 75,000 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 18,750 stock appreciation rights.
- F3On February 6, 2013, the reporting person was granted 55,000 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 13,750 stock appreciation rights.
- F4On February 5, 2014, the reporting person was granted 37,500 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 9,375 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.