SEC Form 4 · accession 0001209191-15-020032
HCA Healthcare, Inc. · HCA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Joseph A Sowell III
Officer — SVP; Chief Development Officer
Period of report
Feb 25, 2015
Accepted (ET)
Feb 27, 2015 · 9:32 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 | 329 | $70.98 | D | 5,555 | D | |
| Common Stock | holding | — | — | — | 8,000 | I | By Trust (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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Appreciation RightF1 | $22.95 | Feb 25, 2015 | A | 15,625 | A | Feb 25, 2015 | Feb 8, 2022 | Common Stock | 15,625 | 15,625 | D |
| Stock Appreciation RightF2 | $37.18 | Feb 25, 2015 | A | 11,250 | A | Feb 25, 2015 | Feb 6, 2023 | Common Stock | 11,250 | 11,250 | D |
| Stock Appreciation RightF3 | $47.97 | Feb 25, 2015 | A | 6,875 | A | Feb 25, 2015 | Feb 5, 2024 | Common Stock | 6,875 | 6,875 | D |
| Restricted Stock UnitsF4,F5 | — | Feb 25, 2015 | A | 1,940 | A | — | — | Common Stock | 1,940 | 1,940 | D |
Explanation of responses
- F1On February 8, 2012, the reporting person was granted 62,500 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 15,625 stock appreciation rights.
- F2On February 6, 2013, the reporting person was granted 45,000 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 11,250 stock appreciation rights.
- F3On February 5, 2014, the reporting person was granted 27,500 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 6,875 stock appreciation rights.
- F4Each restricted stock unit represents a contingent right to receive one share of HCA Holdings, Inc. common stock.
- F5The restricted stock units vest in two equal installments on the second and third anniversaries of the grant date.