SEC Form 4 · accession 0001209191-17-023543
HCA Healthcare, Inc. · HCA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ravi S. Chari
Officer — SVP-Clinical Excellence
Period of report
Mar 27, 2017
Accepted (ET)
Mar 29, 2017 · 5:13 pm EDT
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 | Mar 27, 2017 | M | 6,397 | $5.9821 | A | 7,754 | D | |
| Common Stock | Mar 27, 2017 | M | 1,184 | $15.9112 | A | 8,938 | D | |
| Common Stock | Mar 27, 2017 | M | 18,750 | $17.33 | A | 27,688 | D | |
| Common Stock | Mar 27, 2017 | M | 3,125 | $21.35 | A | 30,813 | D | |
| Common Stock | Mar 27, 2017 | M | 2,500 | $22.10 | A | 33,313 | D | |
| Common Stock | Mar 27, 2017 | S | 31,956 | $90.00 | D | 1,357 | D | |
| Common Stock | holding | — | — | — | 10,000 | 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)F2,F3,F4 | $5.9821 | Mar 27, 2017 | M | 4,505 | D | — | Aug 27, 2019 | Common Stock | 4,505 | 0 | D |
| Non-Qualified Stock Option (right to buy)F2,F5,F4 | $5.9821 | Mar 27, 2017 | M | 1,892 | D | — | Aug 27, 2019 | Common Stock | 1,892 | 0 | D |
| Non-Qualified Stock Option (right to buy)F2,F6,F4 | $15.9112 | Mar 27, 2017 | M | 1,184 | D | — | Aug 27, 2019 | Common Stock | 1,184 | 0 | D |
| Non-Qualified Stock Option (right to buy)F7 | $17.33 | Mar 27, 2017 | M | 9,375 | D | — | Nov 2, 2021 | Common Stock | 9,375 | 0 | D |
| Non-Qualified Stock Option (right to buy)F8 | $17.33 | Mar 27, 2017 | M | 9,375 | D | — | Nov 2, 2021 | Common Stock | 9,375 | 0 | D |
| Non-Qualified Stock Option (right to buy) | $21.35 | Mar 27, 2017 | M | 3,125 | D | Nov 2, 2012 | Nov 2, 2021 | Common Stock | 3,125 | 0 | D |
| Non-Qualified Stock Option (right to buy)F9 | $22.10 | Mar 27, 2017 | M | 2,500 | D | — | Nov 2, 2021 | Common Stock | 2,500 | 0 | D |
Explanation of responses
- F1The option exercises and sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
- 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 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.
- 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 (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.
- F6The option vested at the end of fiscal year 2009 based upon the achievement of certain annual EBITDA performance targets.
- F7The option vested in three equal annual installments beginning on November 2, 2013.
- F8The option vested in three equal installments at the end of fiscal years 2012, 2013 and 2014 based upon the achievement of certain annual EBITDA performance targets.
- F9The option vested at the end of fiscal year 2011 based upon the achievement of certain annual EBITDA performance targets.