SEC Form 4 · accession 0001209191-15-079796
HCA Healthcare, Inc. · HCA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Alan R Yuspeh
Officer — SVP & Chief Ethics Officer
Period of report
Nov 10, 2015
Accepted (ET)
Nov 12, 2015 · 5:38 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 | Nov 10, 2015 | M | 7,002 | $5.3074 | A | 31,002 | D | |
| Common Stock | Nov 10, 2015 | M | 16,896 | $5.9821 | A | 47,898 | D | |
| Common Stock | Nov 10, 2015 | M | 10,134 | $6.4772 | A | 58,032 | D | |
| Common Stock | Nov 10, 2015 | M | 3,378 | $10.9168 | A | 61,410 | D | |
| Common Stock | Nov 10, 2015 | M | 3,378 | $15.9112 | A | 64,788 | D | |
| Common StockF1 | Nov 10, 2015 | S | 40,788 | $69.7423 | D | 24,000 | 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)F2,F3,F4 | $5.3074 | Nov 10, 2015 | M | 7,002 | D | — | Jan 30, 2017 | Common Stock | 7,002 | 0 | D |
| Non-Qualified Stock Option (right to buy)F2,F5,F4 | $5.9821 | Nov 10, 2015 | M | 10,137 | D | — | Aug 27, 2019 | Common Stock | 10,137 | 0 | D |
| Non-Qualified Stock Option (right to buy)F2,F6,F4 | $5.9821 | Nov 10, 2015 | M | 6,759 | D | — | Aug 27, 2019 | Common Stock | 6,759 | 0 | D |
| Non-Qualified Stock Option (right to buy)F2,F4 | $6.4772 | Nov 10, 2015 | M | 3,378 | D | Aug 27, 2011 | Aug 27, 2019 | Common Stock | 3,378 | 0 | D |
| Non-Qualified Stock Option (right to buy)F2,F7,F4 | $6.4772 | Nov 10, 2015 | M | 6,756 | D | — | Aug 27, 2019 | Common Stock | 6,756 | 0 | D |
| Non-Qualified Stock Option (right to buy)F2,F4 | $10.9168 | Nov 10, 2015 | M | 3,378 | D | Aug 27, 2010 | Aug 27, 2019 | Common Stock | 3,378 | 0 | D |
| Non-Qualified Stock Option (right to buy)F2,F8,F4 | $15.9112 | Nov 10, 2015 | M | 3,378 | D | — | Aug 27, 2019 | Common Stock | 3,378 | 0 | 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 $69.43 to $69.95, 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 in two equal annual installments beginning on January 30, 2011.
- 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.
- F5The option vested in equal increments on August 27, 2012 and August 27, 2013, and the remainder vested 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.
- F6The 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.
- F7The option vested in equal increments at the end of fiscal years 2010 and 2011 based upon the achievement of certain annual EBITDA performance targets.
- F8The option vested at the end of fiscal year 2009 based upon the achievement of certain annual EBITDA performance targets.