SEC Form 4 · accession 0001209191-17-007878
HCA Healthcare, Inc. · HCA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jonathan B Perlin
Officer — Pres-Clinical Services & CMO
Period of report
Feb 1, 2017
Accepted (ET)
Feb 3, 2017 · 7:17 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 StockF1 | Feb 1, 2017 | M | 66,055 | $5.7847 | A | 80,304 | D | |
| Common StockF1 | Feb 1, 2017 | S | 66,055 | $82.00 | D | 14,249 | D | |
| Common Stock | holding | — | — | — | 913 | I | By 2011 GRAT, Reporting Person Trustee | |
| Common Stock | holding | — | — | — | 3,846 | I | By 2012 GRAT, Reporting Person 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 | $5.7847 | Feb 1, 2017 | M | 46,055 | D | — | Nov 15, 2017 | Common Stock | 46,055 | 0 | D |
| Non-Qualified Stock Option (right to buy)F2,F5,F4 | $5.7847 | Feb 1, 2017 | M | 8,427 | D | — | Nov 15, 2017 | Common Stock | 8,427 | 0 | D |
| Non-Qualified Stock Option (right to buy)F2,F6,F4 | $5.7847 | Feb 1, 2017 | M | 11,573 | D | — | Nov 15, 2017 | Common Stock | 11,573 | 26,854 | D |
| Stock Appreciation RightF7 | $81.96 | Feb 1, 2017 | A | 25,680 | A | Feb 1, 2018 | Feb 1, 2027 | Common Stock | 25,680 | 25,680 | D |
Explanation of responses
- F1Includes 898.2407 shares acquired under the HCA Holdings, Inc. Employee Stock Purchase Plan.
- 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 November 15, 2007, the reporting person was granted an option to purchase 96,055 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 November 15, 2011.
- F7The stock appreciation rights vest in four equal annual installments beginning on February 1, 2018.