SEC Form 4 · accession 0001209191-15-020039
HCA Healthcare, Inc. · HCA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael S. Cuffe
Officer — President-Physician Services
Period of report
Feb 25, 2015
Accepted (ET)
Feb 27, 2015 · 9:41 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 | A | 875 | $0.00 | A | 3,718 | D | |
| Common Stock | Feb 25, 2015 | A | 1,000 | $0.00 | A | 4,718 | D | |
| Common Stock | Feb 25, 2015 | F | 514 | $70.98 | D | 4,204 | 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)F3 | $17.33 | Feb 25, 2015 | A | 18,750 | A | Feb 25, 2015 | Nov 2, 2021 | Common Stock | 18,750 | 18,750 | D |
| Stock Appreciation RightF4 | $22.95 | Feb 25, 2015 | A | 1,875 | A | Feb 25, 2015 | Feb 8, 2022 | Common Stock | 1,875 | 1,875 | D |
| Stock Appreciation RightF5 | $37.18 | Feb 25, 2015 | A | 3,125 | A | Feb 25, 2015 | Feb 6, 2023 | Common Stock | 3,125 | 3,125 | D |
| Stock Appreciation RightF6 | $47.97 | Feb 25, 2015 | A | 3,625 | A | Feb 25, 2015 | Feb 5, 2024 | Common Stock | 3,625 | 3,625 | D |
Explanation of responses
- F1On February 6, 2013, the reporting person was granted 3,500 restricted stock units. The restricted stock units 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 restricted stock units subject to such criteria vested, resulting in the vesting of 875 restricted stock units.
- F2On February 5, 2014, the reporting person was granted 4,000 restricted stock units. The restricted stock units 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 restricted stock units subject to such criteria vested, resulting in the vesting of 1,000 restricted stock units.
- F3On November 2, 2011, the reporting person was granted an option to purchase 56,250 shares of common stock. The option vests in equal increments at the end of each of fiscal years 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 18,750 shares.
- F4On February 8, 2012, the reporting person was granted 7,500 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 1,875 stock appreciation rights.
- F5On February 6, 2013, the reporting person was granted 12,500 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 3,125 stock appreciation rights.
- F6On February 5, 2014, the reporting person was granted 14,500 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 3,625 stock appreciation rights.