SEC Form 4 · accession 0001209191-16-094992

HCA Healthcare, Inc. · HCA

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

Reporting owner

Victor L Campbell

Officer — SVP

Period of report

Jan 29, 2016

Accepted (ET)

Feb 2, 2016 · 7:01 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	Jan 29, 2016	M	75,008	$5.3074	A	203,228	D
Common Stock	Jan 29, 2016	M	90,008	$11.3208	A	293,236	D
Common Stock^F1	Jan 29, 2016	S	51,934	$68.4001	D	241,302	D
Common Stock^F2	Jan 29, 2016	S	113,082	$69.0738	D	128,220	D
Common Stock	holding	—	—		—	42,478	I	By AWC 2012 Trust (Spouse, Trustee)
Common Stock	holding	—	—		—	42,478	I	By MNC 2012 Trust (Spouse, Trustee)
Common Stock	holding	—	—		—	33,196	I	By Trust f/b/o AWC (Spouse, Trustee)
Common Stock	holding	—	—		—	33,196	I	By Trust f/b/o MNC (Spouse, Trustee)
Common Stock	holding	—	—		—	65,629	I	By Trust (Daughter, Trustee)

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,F4,F5	$5.3074	Jan 29, 2016	M	75,008	D	—	Jan 30, 2017	Common Stock	75,008	0	D
Non-Qualified Stock Option (right to buy)^F3,F6,F5	$11.3208	Jan 29, 2016	M	45,004	D	—	Jan 30, 2017	Common Stock	45,004	0	D
Non-Qualified Stock Option (right to buy)^F3,F7,F5	$11.3208	Jan 29, 2016	M	45,004	D	—	Jan 30, 2017	Common Stock	45,004	0	D
Stock Appreciation Right^F8	$69.58	Jan 29, 2016	A	13,660	A	Jan 29, 2017	Jan 29, 2026	Common Stock	13,660	13,660	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 $67.75 to $68.745, 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.
F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $68.75 to $69.64, 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.
F3Exercise 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.
F4On January 30, 2007, the reporting person was granted an option to purchase 75,008 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.
F5Shares 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.
F6The 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.
F7The option vested in three equal annual installments beginning on January 30, 2008.
F8The stock appreciation rights vest in four equal annual installments beginning on January 29, 2017.