SEC Form 4 · accession 0001209191-15-064675

HCA Healthcare, Inc. · HCA

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

Reporting owner

Robert A Waterman

Officer — SVP & General Counsel

Period of report

Aug 6, 2015

Accepted (ET)

Aug 7, 2015 · 5:08 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
Common Stock	Aug 6, 2015	M	60,429	$5.3074	A	552,748	D
Common Stock	Aug 6, 2015	M	149,175	$11.3208	A	701,923	D
Common Stock^F2	Aug 6, 2015	S	145,302	$91.2297	D	556,621	D
Common Stock^F3	Aug 6, 2015	S	49,803	$92.2326	D	506,818	D
Common Stock^F4	Aug 6, 2015	S	14,499	$92.8194	D	492,319	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)^F5,F6,F7	$5.3074	Aug 6, 2015	M	60,006	D	—	Jan 30, 2017	Common Stock	60,006	0	D
Non-Qualified Stock Option (right to buy)^F5,F8,F7	$5.3074	Aug 6, 2015	M	423	D	—	Jan 30, 2017	Common Stock	423	59,588	D
Non-Qualified Stock Option (right to buy)^F5,F9,F7	$11.3208	Aug 6, 2015	M	90,009	D	—	Jan 30, 2017	Common Stock	90,009	0	D
Non-Qualified Stock Option (right to buy)^F5,F10,F7	$11.3208	Aug 6, 2015	M	59,166	D	—	Jan 30, 2017	Common Stock	59,166	0	D

Explanation of responses

F1The option exercises and sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 27, 2015.
F10The option vested in equal increments at the end of fiscal years 2007, 2008, and 2009 based upon the achievement of certain annual EBITDA performance targets.
F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $90.75 to $91.74, inclusive. The reporting person undertakes to provide to HCA Holdings, Inc., any security holder of HCA Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $91.745 to $92.72, inclusive. The reporting person undertakes to provide to HCA Holdings, Inc., any security holder of HCA Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $92.74 to $93.04, inclusive. The reporting person undertakes to provide to HCA Holdings, Inc., any security holder of HCA Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
F5Exercise Price was adjusted to reflect a 4.505 to 1 stock split that occurred with respect to the Issuer's common stock effective March 9, 2011.
F6The option vested in equal increments at the end of fiscal years 2010 and 2011 based upon the achievement of certain annual EBITDA performance targets.
F7Shares have been adjusted to reflect a 4.505 to 1 stock split that occurred with respect to the Issuer's common stock effective March 9, 2011.
F8The option vested in two equal annual installments beginning on January 30, 2011.
F9The option vested in three equal annual installments beginning on January 30, 2008.