SEC Form 4 · accession 0001209191-16-095014
HCA Healthcare, Inc. · HCA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
R Milton Johnson
Officer — Chairman & CEO · Director
Period of report
Jan 29, 2016
Accepted (ET)
Feb 2, 2016 · 7:12 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 17, 2015 | G | 59,000 | $0.00 | D | 169,722 | D | |
| Common Stock | Jan 29, 2016 | M | 562,567 | $5.3074 | A | 732,289 | D | |
| Common Stock | Jan 29, 2016 | F | 258,785 | $69.58 | D | 473,504 | D | |
| Common Stock | holding | — | — | — | 322,624 | I | By Trust (Spouse, 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)F2,F3,F4 | $5.3074 | Jan 29, 2016 | M | 375,045 | D | — | Jan 30, 2017 | Common Stock | 375,045 | 0 | D |
| Non-Qualified Stock Option (right to buy)F2,F5,F4 | $5.3074 | Jan 29, 2016 | M | 37,051 | D | — | Jan 30, 2017 | Common Stock | 37,051 | 0 | D |
| Non-Qualified Stock Option (right to buy)F2,F6,F4 | $5.3074 | Jan 29, 2016 | M | 150,021 | D | — | Jan 30, 2017 | Common Stock | 150,021 | 0 | D |
| Stock Appreciation RightF7 | $69.58 | Jan 29, 2016 | A | 162,200 | A | Jan 29, 2017 | Jan 29, 2026 | Common Stock | 162,200 | 162,200 | 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 November 13, 2015.
- 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.
- F3On January 30, 2007, the reporting person was granted an option to purchase 375,045 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.
- 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 at the end of fiscal years 2010 and 2011 based upon the achievement of certain annual EBITDA performance targets.
- F6The option vested in two equal annual installments beginning on January 30, 2011.
- F7The stock appreciation rights vest in four equal annual installments beginning on January 29, 2017.