SEC Form 4 · accession 0001209191-17-007893
HCA Healthcare, Inc. · HCA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jana Joustra Davis
Officer — SVP - Corporate Affairs
Period of report
Feb 1, 2017
Accepted (ET)
Feb 3, 2017 · 7:25 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 1, 2017 | M | 2,252 | $10.9168 | A | 65,711 | D | |
| Common Stock | Feb 1, 2017 | M | 2,252 | $15.9112 | A | 67,963 | D | |
| Common StockF1 | Feb 1, 2017 | S | 4,504 | $81.9251 | D | 63,459 | D | |
| Common Stock | Feb 2, 2017 | M | 30,000 | $22.95 | A | 93,459 | D | |
| Common Stock | Feb 2, 2017 | F | 16,216 | $82.29 | D | 77,243 | D | |
| Common StockF2 | Feb 3, 2017 | S | 3,399 | $83.2394 | D | 73,844 | D | |
| Common Stock | holding | — | — | — | 51,950 | I | By GRAT (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)F3,F4 | $10.9168 | Feb 1, 2017 | M | 2,252 | D | Aug 27, 2010 | Aug 27, 2019 | Common Stock | 2,252 | 0 | D |
| Non-Qualified Stock Option (right to buy)F3,F5,F4 | $15.9112 | Feb 1, 2017 | M | 2,252 | D | — | Aug 27, 2019 | Common Stock | 2,252 | 0 | D |
| Stock Appreciation RightF6 | $81.96 | Feb 1, 2017 | A | 11,010 | A | Feb 1, 2018 | Feb 1, 2027 | Common Stock | 11,010 | 11,010 | D |
| Stock Appreciation RightF7 | $22.95 | Feb 2, 2017 | M | 30,000 | D | — | Feb 8, 2022 | Common Stock | 30,000 | 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 $81.92 to $81.931, 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.
- F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $83.20 to $83.28, 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.
- F3Exercise 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.
- 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 at the end of fiscal year 2009 based upon the achievement of certain annual EBITDA performance targets.
- F6The stock appreciation rights vest in four equal annual installments beginning on February 1, 2018.
- F7The stock appreciation rights vested at the end of fiscal years 2012, 2013, 2014 and 2015 based upon the achievement of certain annual EBITDA performance targets.