SEC Form 4 · accession 0001209191-17-009234
HCA Healthcare, Inc. · HCA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John M Steele
Officer — SVP - Human Resources
Period of report
Feb 7, 2017
Accepted (ET)
Feb 9, 2017 · 6:41 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 7, 2017 | M | 22,525 | $5.9821 | A | 44,308 | D | |
| Common Stock | Feb 7, 2017 | M | 9,010 | $6.4772 | A | 53,318 | D | |
| Common StockF1 | Feb 7, 2017 | S | 31,535 | $82.5497 | D | 21,783 | D | |
| Common Stock | holding | — | — | — | 6,751 | I | By CS 2012 GRAT (Spouse, Trustee) | |
| Common Stock | holding | — | — | — | 13,501 | I | By JS 2012 GRAT (Spouse, Trustee) | |
| Common Stock | holding | — | — | — | 16,000 | I | By 2015 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 | $5.9821 | Feb 7, 2017 | M | 9,010 | D | — | Aug 27, 2019 | Common Stock | 9,010 | 0 | D |
| Non-Qualified Stock Option (right to buy)F2,F5,F4 | $5.9821 | Feb 7, 2017 | M | 13,515 | D | — | Aug 27, 2019 | Common Stock | 13,515 | 0 | D |
| Non-Qualified Stock Option (right to buy)F2,F6,F4 | $6.4772 | Feb 7, 2017 | M | 9,010 | D | — | Aug 27, 2019 | Common Stock | 9,010 | 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 $82.495 to $82.68, 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.
- F3The 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.
- 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 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.
- F6The option vested in equal increments at the end of fiscal years 2010 and 2011 based upon the achievement of certain annual EBITDA performance targets.