SEC Form 5 · accession 0001209191-17-010698
HCA Healthcare, Inc. · HCA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas F Frist Jr.
10% Owner
Period of report
Dec 31, 2016
Accepted (ET)
Feb 14, 2017 · 5:53 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 | 74,193 | $0.00 | D | 0 | I | Held indirectly through Hercules Holding II by Patricia Champion Frist 2013 GRAT No. 3 |
| Common Stock, par value $0.01 per shareF1,F3 | holding | — | — | — | 72,562 | I | Held indirectly through Hercules Holding II | |
| Common Stock, par value $0.01 per shareF1,F3 | holding | — | — | — | 204,968 | I | Held indirectly through Hercules Holding II by Patricia C. Frist | |
| Common Stock, par value $0.01 per shareF1,F2 | holding | — | — | — | 72,589 | I | Held indirectly through Hercules Holding II by Thomas F. Frist GST Tax Exempt Trust | |
| Common Stock, par value $0.01 per shareF1,F2 | holding | — | — | — | 168,876 | I | Held indirectly through Hercules Holding II by Patricia Champion Frist 2015 GRAT | |
| Common Stock, par value $0.01 per shareF1,F4 | holding | — | — | — | 387,660 | I | Held indirectly through Hercules Holding II by Frist Children's Trust | |
| Common Stock, par value $0.01 per shareF1,F4 | holding | — | — | — | 6,657,331 | I | Held indirectly through Hercules Holding II by Frist Children's Trust II | |
| Common Stock, par value $0.01 per shareF1,F4 | holding | — | — | — | 266,024 | I | Held indirectly through Hercules Holding II by Patricia Champion Frist 2016 GRAT | |
| Common Stock, par value $0.01 per shareF1,F5 | 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 is the trustee of (i) Thomas F. Frist GST Tax Exempt Trust, (ii) Patricia Champion Frist 2013 Grantor Retained Annuity Trust No. 3 and (iii) Patricia Champion Frist 2015 Grantor Retained Annuity Trust 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.
- F3The Reporting Person directly owns 72,561.6299 units of Hercules and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Holdings, Inc. by virtue of his ownership in Hercules. The Reporting Person may also be deemed to have indirect beneficial ownership in respect of 204,968.4898 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 the trustee of (i) Frist Children's Trust, (ii) Frist Children's Trust II and (iii) Patricia Champion Frist 2016 Grantor Retained Annuity Trust, and the Reporting Person may therefore 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.
- F5The 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.