SEC Form 4 · accession 0001209191-17-030464
HCA Healthcare, Inc. · HCA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Patricia C Frist
10% Owner
Period of report
May 3, 2017
Accepted (ET)
May 5, 2017 · 8:07 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 | 387,660 | $0.00 | D | 0 | I | Held indirectly through Hercules Holding II by Frist Children's Trust |
| Common Stock, par value $0.01 per shareF1,F2 | Feb 22, 2017 | G | 6,657,331 | $0.00 | D | 0 | I | Held indirectly through Hercules Holding II by Frist Children's Trust II |
| Common Stock, par value $0.01 per shareF3,F4 | May 3, 2017 | P | 167,000 | $82.965 | A | 167,000 | I | Held indirectly by Thomas F. Frist Jr. |
| Common Stock, par value $0.01 per shareF5,F4 | May 4, 2017 | P | 21,989 | $82.4045 | A | 188,989 | I | Held indirectly by Thomas F. Frist Jr. |
| Common Stock, par value $0.01 per shareF6,F4 | May 4, 2017 | P | 73,190 | $82.8404 | A | 262,179 | I | Held indirectly by Thomas F. Frist Jr. |
| Common Stock, par value $0.01 per shareF7,F4 | May 4, 2017 | P | 25,421 | $83.582 | A | 287,600 | I | Held indirectly by Thomas F. Frist Jr. |
| Common Stock, par value $0.01 per shareF8,F4 | May 5, 2017 | P | 71,850 | $83.4696 | A | 359,450 | I | Held indirectly by Thomas F. Frist Jr. |
| Common Stock, par value $0.01 per shareF9,F4 | May 5, 2017 | P | 1,755 | $84.1393 | A | 361,205 | I | Held indirectly by Thomas F. Frist Jr. |
| Common Stock, par value $0.01 per shareF1,F10 | holding | — | — | — | 204,968 | I | Held indirectly through Hercules Holding II | |
| Common Stock, par value $0.01 per shareF1,F10 | holding | — | — | — | 72,562 | I | Held indirectly through Hercules Holding II by Thomas F. Frist, Jr. | |
| Common Stock, par value $0.01 per shareF1,F11 | 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,F11 | holding | — | — | — | 168,876 | I | Held indirectly through Hercules Holding II by Patricia Champion Frist 2015 GRAT | |
| Common Stock, par value $0.01 per shareF1,F2 | holding | — | — | — | 67,007 | I | Held indirectly through Hercules Holding II by Patricia Champion Frist 2016 GRAT | |
| Common Stock, par value $0.01 per shareF1,F11 | holding | — | — | — | 199,017 | I | Held indirectly through Hercules Holding II by Patricia Champion Frist 2017 GRAT | |
| Common Stock, par value $0.01 per shareF1,F12 | 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 her pecuniary interest therein.
- F10The Reporting Person directly owns 204,968.4898 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 her ownership in Hercules. The Reporting Person may also be deemed to have indirect beneficial ownership in respect of 72,561.6299 units of Hercules, through an indirect pecuniary interest in such units held by her husband, and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Holdings, Inc.
- F11The Reporting Person's husband is the trustee of (i) Thomas F. Frist GST Tax Exempt Trust, (ii) Patricia Champion Frist 2015 Grantor Retained Annuity Trust, and (iii) Patricia Champion Frist 2017 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.
- F12The 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 her 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.
- F2The Reporting Person 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 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.
- F3The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $82.66 to $83.05, inclusive. The Reporting Person undertakes to provide 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 purchased at each separate price within the ranges set forth in footnotes (3), (5), (6), (7) and (8) to this Form 4.
- F4The Reporting Person may be deemed to have indirect beneficial ownership in respect of shares of common stock of HCA Holdings, Inc. through an indirect pecuniary interest in such shares held by her husband, and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Holdings, Inc.
- F5The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $81.64 to $82.60, inclusive.
- F6The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $82.61 to $83.49, inclusive.
- F7The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $83.50 to $83.83, inclusive.
- F8The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $83.15 to $84.04, inclusive.
- F9The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $84.06 to $84.21, inclusive.