SEC Form 4 · accession 0001209191-15-035347
HCA Healthcare, Inc. · HCA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
HERCULES HOLDING II, LLC
10% Owner
Period of report
Apr 17, 2015
Accepted (ET)
Apr 21, 2015 · 5:30 pm EDT
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, par value $.01 per shareF1,F2 | Apr 17, 2015 | J | 7,612,921 | $0.00 | D | 84,137,913 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1This transaction represents a distribution for no consideration and on a pro rata basis by Hercules Holding II, LLC of 7,612,921 shares of HCA Holdings, Inc.'s common stock, par value $.01 per share ("Common Stock"), to Bain Capital Integral Investors 2006, LLC, BCIP TCV, LLC and Bain Capital Hercules Investors, LLC (the "Bain Entities"), which shares had previously been indirectly beneficially owned by such entities through their direct ownership in Hercules Holding II, LLC. Following the distribution to the Bain Entities, the Bain Entities will no longer hold any membership interest of Hercules Holding II, LLC.
- F2Following the distribution of the shares of Common Stock reported herein, Hercules Holding II, LLC will directly hold 84,137,913 shares of Common Stock. Following the distribution to the Bain Entities, the membership interests of Hercules Holding II, LLC will continue to be held by a private investor group, including affiliates of Kohlberg Kravis Roberts & Co. L.P. and HCA Holdings, Inc. founder Dr. Thomas F. Frist, Jr. Each of such persons, other than Hercules Holding II, LLC, disclaims membership in any such group and disclaims beneficial ownership of these securities, except to the extent of its pecuniary interest therein.