SEC Form 4 · accession 0001209191-16-148937
HCA Healthcare, Inc. · HCA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jon M Foster
Officer — Group President
Period of report
Nov 4, 2016
Accepted (ET)
Nov 8, 2016 · 7:06 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 4, 2016 | M | 27,594 | $5.9821 | A | 55,785 | D | |
| Common Stock | Nov 4, 2016 | M | 16,554 | $6.4772 | A | 72,339 | D | |
| Common Stock | Nov 4, 2016 | M | 5,518 | $10.9168 | A | 77,857 | D | |
| Common Stock | Nov 4, 2016 | M | 5,518 | $15.9112 | A | 83,375 | D | |
| Common Stock | Nov 4, 2016 | F | 26,393 | $75.33 | D | 56,982 | 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)F1,F2,F3 | $5.9821 | Nov 4, 2016 | M | 11,038 | D | — | Aug 27, 2019 | Common Stock | 11,038 | 0 | D |
| Non-Qualified Stock Option (right to buy)F1,F4,F3 | $5.9821 | Nov 4, 2016 | M | 16,556 | D | — | Aug 27, 2019 | Common Stock | 16,556 | 0 | D |
| Non-Qualified Stock Option (right to buy)F1,F3 | $6.4772 | Nov 4, 2016 | M | 5,518 | D | Aug 27, 2011 | Aug 27, 2019 | Common Stock | 5,518 | 0 | D |
| Non-Qualified Stock Option (right to buy)F1,F5,F3 | $6.4772 | Nov 4, 2016 | M | 11,036 | D | — | Aug 27, 2019 | Common Stock | 11,036 | 0 | D |
| Non-Qualified Stock Option (right to buy)F1,F3 | $10.9168 | Nov 4, 2016 | M | 5,518 | D | Aug 27, 2010 | Aug 27, 2019 | Common Stock | 5,518 | 0 | D |
| Non-Qualified Stock Option (right to buy)F1,F6,F3 | $15.9112 | Nov 4, 2016 | M | 5,518 | D | — | Aug 27, 2019 | Common Stock | 5,518 | 0 | D |
Explanation of responses
- F1Exercise 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.
- F2The 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.
- 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 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.
- 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 at the end of fiscal year 2009 based upon the achievement of certain annual EBITDA performance targets.