SEC Form 4 · accession 0001209191-15-065318

HCA Healthcare, Inc. · HCA

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

Reporting owner

Sandra L. Morgan

Officer — SVP-Provider Relations

Period of report

Aug 10, 2015

Accepted (ET)

Aug 11, 2015 · 5:26 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 10, 2015	M	24,577	$5.7847	A	25,789	D
Common Stock	Aug 10, 2015	M	6,759	$5.9821	A	32,548	D
Common Stock^F1	Aug 10, 2015	S	31,336	$91.2817	D	1,212	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Non-Qualified Stock Option (right to buy)^F2,F3,F4	$5.7847	Aug 10, 2015	M	6,144	D	—	May 28, 2018	Common Stock	6,144	D
Non-Qualified Stock Option (right to buy)^F2,F5,F4	$5.7847	Aug 10, 2015	M	12,289	D	—	May 28, 2018	Common Stock	12,289	D
Non-Qualified Stock Option (right to buy)^F2,F6,F4	$5.7847	Aug 10, 2015	M	6,144	D	—	May 28, 2018	Common Stock	6,144	D
Non-Qualified Stock Option (right to buy)^F2,F7,F4	$5.9821	Aug 10, 2015	M	6,759	D	—	Aug 27, 2019	Common Stock	6,759	D

Explanation of responses

F1The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $91.25 to $91.41, 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.
F2Exercise 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.
F3The option vested at the end of fiscal years 2010 and 2011 based upon the achievement of certain annual EBITDA performance targets.
F4Shares 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.
F5On May 28, 2008, the reporting person was granted an option to purchase 12,289 shares of common stock, which vest upon achievement of certain predetermined investment return targets. 1/3 of the option vested as a result of the achievement of certain specified investment return targets as of the closing of the initial public offering of the Issuer's securities on March 15, 2011, 1/3 of the option vested as a result of the achievement of certain specified investment return targets as of December 31, 2011 and 1/3 of the option vested as a result of the achievement of certain specified investment return targets as of December 31, 2012.
F6The option vested in two equal annual installments beginning on May 28, 2011.
F7The option vested in equal increments (i) at the end of fiscal year 2012 upon the achievement of certain annual EBITDA performance targets and (ii) upon a change in control (as defined in the 2006 Stock Incentive Plan for Key Employees of HCA Holdings, Inc. and its Affiliates as Amended and Restated) of the Issuer which occurred effective November 1, 2013.