SEC Form 4 · accession 0001209191-16-118971
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
May 6, 2016
Accepted (ET)
May 10, 2016 · 8:34 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 | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | May 6, 2016 | M | 9,216 | $13.1698 | A | 12,816 | D | |
| Common Stock | May 6, 2016 | M | 3,378 | $6.4772 | A | 16,194 | D | |
| Common Stock | May 6, 2016 | M | 3,072 | $8.1754 | A | 19,266 | D | |
| Common Stock | May 6, 2016 | M | 10,137 | $5.9821 | A | 29,403 | D | |
| Common StockF1 | May 6, 2016 | S | 28,191 | $80.9569 | D | 1,212 | 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 | $13.1698 | May 6, 2016 | M | 3,072 | D | May 28, 2009 | May 28, 2018 | Common Stock | 3,072 | 0 | D |
| Non-Qualified Stock Option (right to buy)F2,F4,F3 | $13.1698 | May 6, 2016 | M | 6,144 | D | — | May 28, 2018 | Common Stock | 6,144 | 0 | D |
| Non-Qualified Stock Option (right to buy)F2,F3 | $6.4772 | May 6, 2016 | M | 3,378 | D | Aug 27, 2011 | Aug 27, 2019 | Common Stock | 3,378 | 0 | D |
| Non-Qualified Stock Option (right to buy)F2,F3 | $8.1754 | May 6, 2016 | M | 3,072 | D | May 28, 2010 | May 28, 2018 | Common Stock | 3,072 | 0 | D |
| Non-Qualified Stock Option (right to buy)F2,F5,F3 | $5.9821 | May 6, 2016 | M | 10,137 | D | — | Aug 27, 2019 | Common Stock | 10,137 | 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 $80.95 to $81.05, 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.
- F3Shares 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.
- F4The option vested at the end of fiscal years 2008 and 2009 based upon the achievement of certain annual EBITDA performance targets.
- F5The option was scheduled to vest in three equal annual installments beginning on August 27, 2012. A change in control of the Issuer occurred effective November 1, 2013, resulting in the accelerated vesting of the option as to the shares that remained unvested.