SEC Form 4 · accession 0001209191-16-103594
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
Feb 25, 2016
Accepted (ET)
Feb 29, 2016 · 9:23 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 | Feb 25, 2016 | F | 2,538 | $70.00 | D | 470,966 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Appreciation RightF1 | $22.95 | Feb 25, 2016 | A | 53,125 | A | Feb 25, 2016 | Feb 8, 2022 | Common Stock | 53,125 | 53,125 | D |
| Stock Appreciation RightF2 | $37.18 | Feb 25, 2016 | A | 40,625 | A | Feb 25, 2016 | Feb 6, 2023 | Common Stock | 40,625 | 40,625 | D |
| Stock Appreciation RightF3 | $47.97 | Feb 25, 2016 | A | 45,625 | A | Feb 25, 2016 | Feb 5, 2024 | Common Stock | 45,625 | 45,625 | D |
| Restricted Stock UnitsF4,F5 | — | Feb 25, 2016 | A | 14,950 | A | — | — | Common Stock | 14,950 | 14,950 | D |
Explanation of responses
- F1On February 8, 2012, the reporting person was granted 212,500 stock appreciation rights. The stock appreciation rights are eligible to vest in equal increments of up to 25% at the end of fiscal years 2012, 2013, 2014 and 2015 based upon the extent to which certain EBITDA performance targets have been met for the applicable fiscal year. Based upon the Company's achievement with respect to the EBITDA performance criteria for 2015, 100% of the stock appreciation rights subject to such criteria vested, resulting in the vesting of 53,125 stock appreciation rights.
- F2On February 6, 2013, the reporting person was granted 162,500 stock appreciation rights. The stock appreciation rights are eligible to vest in equal increments of up to 25% at the end of fiscal years 2013, 2014, 2015 and 2016 based upon the extent to which certain EBITDA performance targets have been met for the applicable fiscal year. Based upon the Company's achievement with respect to the EBITDA performance criteria for 2015, 100% of the stock appreciation rights subject to such criteria vested, resulting in the vesting of 40,625 stock appreciation rights.
- F3On February 5, 2014, the reporting person was granted 182,500 stock appreciation rights. The stock appreciation rights are eligible to vest in equal increments of up to 25% at the end of fiscal years 2014, 2015, 2016 and 2017 based upon the extent to which certain EBITDA performance targets have been met for the applicable fiscal year. Based upon the Company's achievement with respect to the EBITDA performance criteria for 2015, 100% of the stock appreciation rights subject to such criteria vested, resulting in the vesting of 45,625 stock appreciation rights.
- F4Each restricted stock unit represents a contingent right to receive one share of HCA Holdings, Inc. common stock.
- F5The restricted stock units vest in two equal installments on the second and third anniversaries of the grant date.