SEC Form 4 · accession 0001209191-17-030360
HCA Healthcare, Inc. · HCA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
William R Frist
Director · 10% Owner
Period of report
May 3, 2017
Accepted (ET)
May 5, 2017 · 4:43 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, par value $0.01 per shareF1,F2 | Feb 22, 2017 | G | 2,348,330 | $0.00 | A | 3,911,150 | I | Held indirectly through Hercules Holding II by Trusts for Children |
| Common Stock, par value $0.01 per shareF3,F4 | May 3, 2017 | A | 2,112 | $0.00 | A | 2,168 | D | |
| Common Stock, par value $0.01 per shareF1,F5 | holding | — | — | — | 24,731 | I | Held indirectly through Hercules Holding II by The William Frist February 2016 GRAT | |
| Common Stock, par value $0.01 per shareF1,F6 | holding | — | — | — | 1,225,740 | I | Held indirectly through Hercules Holding II by WRF 2015, LLC | |
| Common Stock, par value $0.01 per shareF1,F7 | holding | — | — | — | 148,513 | I | Held indirectly by WRF 2015 II | |
| Common Stock, par value $0.01 per shareF1,F8 | holding | — | — | — | 5,221,250 | I | Held indirectly through Hercules Holding II by The William R. Frist 2010 Family Trust | |
| Common Stock, par value $0.01 per shareF1,F4 | holding | — | — | — | 1,066 | I | Held indirectly through Hercules Holding II | |
| Common Stock, par value $0.01 per shareF1,F6 | holding | — | — | — | 200,644 | I | Held indirectly through Hercules Holding II by WRF 2015 IV, LLC | |
| Common Stock, par value $0.01 per shareF1,F4 | holding | — | — | — | 82,284 | I | Held indirectly by Spouse and Children | |
| Common Stock, par value $0.01 per shareF1,F8 | holding | — | — | — | 1,208,507 | I | Held indirectly by William R. Frist Family Partnership | |
| Common Stock, par value $0.01 per shareF1,F5 | holding | — | — | — | 1,721,769 | I | Held indirectly through Hercules Holding II by The William Frist May 2016 Hercules GRAT | |
| Common Stock, par value $0.01 per shareF1,F5 | holding | — | — | — | 49,253 | I | Held indirectly through Hercules Holding II by The William Frist November 2016 GRAT #2 | |
| Common Stock, par value $0.01 per shareF1,F5 | holding | — | — | — | 941,573 | I | Held indirectly through Hercules Holding II by The William Frist February 2017 GRAT #1 | |
| Common Stock, par value $0.01 per shareF1,F9 | 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.
- F2The Reporting Person's wife is the trustee of six trusts for the benefit of the Reporting Person's children, and the Reporting Person may, accordingly, be deemed to be the beneficial owner of the units of Hercules held by such trusts and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Holdings, Inc.
- F3Represents common stock underlying 2,112 restricted share units which shall vest on the sooner of the date of the 2018 annual shareholders' meeting of HCA Holdings, Inc. or the first anniversary of the grant date. Vested shares will be delivered to the Reporting Person on the date the Reporting Person ceases to be a member of the Board of Directors of HCA Holdings, Inc.
- F4The Reporting Person directly owns 56 shares of common stock of HCA Holdings, Inc. The Reporting Person directly owns 1,065.745 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 4,128 shares of common stock of HCA Holdings, Inc. and 78,155.825 units of Hercules, through an indirect pecuniary interest in such shares and units held by his children and his wife, 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 William Frist May 2016 Hercules GRAT, (ii) The William Frist November 2016 GRAT #2, (iii) The William Frist February 2016 GRAT and (iv) The William Frist February 2017 GRAT #1 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 is an officer and a managing member of WRF 2015, LLC and WRF 2015 IV, LLC and may be deemed to be the beneficial owner of the units of Hercules held by these entities and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Holdings, Inc.
- F7The Reporting Person is an officer and a managing member of WRF 2015 II, LLC and may be deemed to be the beneficial owner of the 135,889.7145 units of Hercules and the 12,623 shares of common stock of HCA Holdings, Inc. held by such entity.
- F8The Reporting Person may be deemed the beneficial owner of the 60,678 shares of common stock of HCA Holdings, Inc. and the 1,147,828.7937 units of Hercules held by the William R. Frist Family Partnership, of which his wife serves as trustee, and the 328,229 shares of common stock of HCA Holdings, Inc. and the 4,893,021.2684 units of Hercules held by The William R. Frist 2010 Family Trust, of which he serves as trustee.
- F9The 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.