SEC Form 5 · accession 0001209191-17-010692
HCA Healthcare, Inc. · HCA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas F Frist III
Director · 10% Owner
Period of report
Dec 31, 2016
Accepted (ET)
Feb 14, 2017 · 5:52 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, par value $0.01 per shareF1,F2 | Feb 17, 2016 | G | 24,731 | $0.00 | A | 1,745,571 | I | Held indirectly through Hercules Holding II by The Thomas F. Frist III 2016 Annuity Trust I |
| Common Stock, par value $0.01 per shareF1,F3 | holding | — | — | — | 9,497 | I | Held indirectly through Hercules Holding II by Spouse | |
| Common Stock, par value $0.01 per shareF1,F4 | holding | — | — | — | 732,968 | I | Held indirectly through Hercules Holding II by Thomas F. Frist III 2007 Family Trust | |
| Common Stock, par value $0.01 per shareF1,F5 | holding | — | — | — | 814,696 | I | Held indirectly through Hercules Holding II by The Thomas F. Frist III 2016 Annuity Trust II | |
| Common Stock, par value $0.01 per shareF1,F5 | holding | — | — | — | 664,661 | I | Held indirectly through Hercules Holding II by Thomas F. Frist III 2016 Annuity Trust III | |
| Common Stock, par value $0.01 per shareF1,F5 | holding | — | — | — | 117,896 | I | Held indirectly through Hercules Holding II by The Thomas F. Frist III 2016 Annuity Trust IV | |
| Common Stock, par value $0.01 per shareF1,F5 | holding | — | — | — | 448,981 | I | Held indirectly through Hercules Holding II by Thomas F. Frist III 2015 Annuity Trust I | |
| Common Stock, par value $0.01 per shareF1,F5 | holding | — | — | — | 43,825 | I | Held indirectly through Hercules Holding II by Thomas F. Frist III 2015 Annuity Trust III | |
| Common Stock, par value $0.01 per shareF1,F6 | holding | — | — | — | 28,490 | I | Held indirectly through Hercules Holding II by Trusts for Children | |
| Common Stock, par value $0.01 per shareF1,F7 | holding | — | — | — | 36,629,164 | I | Held indirectly through Hercules Holding II by Frisco, Inc. |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Hercules Holding II ("Hercules") holds 68,912,077 shares of the common stock of HCA Holdings, Inc. Hercules is held by a private investor group, including affiliates of HCA Inc. founder Dr. Thomas F. Frist, Jr. The Reporting Person may be deemed to be a member of a group exercising voting and investment control over the shares of common stock of HCA Holdings, Inc. held by Hercules. However, the Reporting Person disclaims membership in any such group and disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein. On September 23, 2016, Hercules Holding II, LLC, a Delaware limited liability company, was converted into Hercules Holding II, a Delaware general partnership.
- F2The Reporting Person received a gift of 24,731 units of Hercules on February 17, 2016, which were subsequently transferred to The Thomas F. Frist III 2016 Annuity Trust I, of which he serves as trustee. Following receipt of this gift, the Reporting Person may be deemed the beneficial owner of the units of Hercules held by this trust and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Holdings, Inc.
- F3The Reporting Person may be deemed to have an indirect beneficial ownership in respect of 9,496.54 units of Hercules, through an indirect pecuniary interest in such units held by his wife, and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Holdings, Inc.
- F4The Reporting Person's wife is trustee of The Thomas F. Frist III 2007 Family Trust, and the Reporting Person may be deemed to be the beneficial owner of the units of Hercules held by such trust and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Holdings, Inc.
- F5The Reporting Person is trustee of (i) The Thomas F. Frist III 2016 Annuity Trust II, (ii) The Thomas F. Frist III 2016 Annuity Trust III, (iii) The Thomas F. Frist III 2016 Annuity Trust IV, (iv) The Thomas F. Frist III 2015 Annuity Trust I and (v) The Thomas F. Frist III 2015 Annuity Trust III and may be deemed to be the beneficial owner of the units of Hercules held by these trusts and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Holdings, Inc.
- F6The Reporting Person may be deemed to be the beneficial owner of the aggregate 28,489.62 units of Hercules held by certain trusts for the benefit of the Reporting Person's children, each of which his sister serves as trustee, and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Holdings, Inc.
- F7The Reporting Person may be deemed to share voting and dispositive power with respect to 36,629,163.8593 shares of HCA Holdings, Inc. beneficially owned by Frisco, Inc. by virtue of his position as a director of Frisco, Inc. Frisco, Inc. has beneficial ownership of 36,629,163.8593 units of Hercules and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Holdings, Inc.