SEC Form 4 · accession 0001209191-18-007233
HCA Healthcare, Inc. · HCA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
A Bruce Moore Jr.
Officer — Group President - Service Line
Period of report
Jan 31, 2018
Accepted (ET)
Feb 2, 2018 · 7:50 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 | Jan 31, 2018 | M | 27,030 | $5.9821 | A | 115,756 | D | |
| Common Stock | Jan 31, 2018 | M | 40,545 | $6.4772 | A | 156,301 | D | |
| Common Stock | Jan 31, 2018 | M | 13,515 | $10.9168 | A | 169,816 | D | |
| Common Stock | Jan 31, 2018 | M | 13,515 | $15.9112 | A | 183,331 | D | |
| Common StockF1 | Jan 31, 2018 | S | 66,845 | $101.0457 | D | 116,486 | D | |
| Common Stock | holding | — | — | — | 8,489 | I | By MAM Trust (Spouse, Trustee) | |
| Common Stock | holding | — | — | — | 12,435 | I | By MRM Trust (Spouse, Trustee) | |
| Common Stock | holding | — | — | — | 8,489 | I | By TCM Trust (Spouse, Trustee) | |
| Common Stock | holding | — | — | — | 109,392 | I | By 2016 GRAT (Spouse, Trustee) | |
| Common Stock | holding | — | — | — | 90,608 | I | By 2017 GRAT |
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 | Jan 31, 2018 | M | 27,030 | D | — | Aug 27, 2019 | Common Stock | 27,030 | 0 | D |
| Non-Qualified Stock Option (right to buy)F2,F4 | $6.4772 | Jan 31, 2018 | M | 13,515 | D | Aug 27, 2011 | Aug 27, 2019 | Common Stock | 13,515 | 0 | D |
| Non-Qualified Stock Option (right to buy)F2,F5,F4 | $6.4772 | Jan 31, 2018 | M | 27,030 | D | — | Aug 27, 2019 | Common Stock | 27,030 | 0 | D |
| Non-Qualified Stock Option (right to buy)F2,F4 | $10.9168 | Jan 31, 2018 | M | 13,515 | D | Aug 27, 2010 | Aug 27, 2019 | Common Stock | 13,515 | 0 | D |
| Non-Qualified Stock Option (right to buy)F2,F6,F4 | $15.9112 | Jan 31, 2018 | M | 13,515 | D | — | Aug 27, 2019 | Common Stock | 13,515 | 0 | D |
| Stock Appreciation RightF7 | $101.16 | Jan 31, 2018 | A | 32,020 | A | Jan 31, 2019 | Jan 31, 2028 | Common Stock | 32,020 | 32,020 | D |
Explanation of responses
- F1The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $101.00 to $101.20, inclusive. The reporting person undertakes to provide to HCA Healthcare, Inc., any security holder of HCA Healthcare, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- 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 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.
- 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 at the end of fiscal years 2010 and 2011 based upon the achievement of certain annual EBITDA performance targets.
- F6The option vested at the end of fiscal year 2009 based upon the achievement of certain annual EBITDA performance targets.
- F7The stock appreciation rights vest in four equal annual installments beginning on January 31, 2019.