SEC Form 4 · accession 0001209191-18-007237

HCA Healthcare, Inc. · HCA

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Jonathan B Perlin

Officer — Pres-Clinical Services & CMO

Period of report

Jan 31, 2018

Accepted (ET)

Feb 2, 2018 · 7:53 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	Jan 31, 2018	M	27,594	$5.9821	A	76,713	D
Common Stock	Jan 31, 2018	M	16,554	$6.4772	A	93,267	D
Common Stock	Jan 31, 2018	M	5,518	$10.9168	A	98,785	D
Common Stock	Jan 31, 2018	M	5,518	$15.9112	A	104,303	D
Common Stock^F1	Jan 31, 2018	S	23,005	$101.5532	D	81,298	D
Common Stock	holding	—	—		—	913	I	By 2011 GRAT, Reporting Person Trustee
Common Stock	holding	—	—		—	3,846	I	By 2012 GRAT, Reporting Person 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	Jan 31, 2018	M	16,556	D	—	Aug 27, 2019	Common Stock	16,556	0	D
Non-Qualified Stock Option (right to buy)^F2,F5,F4	$5.9821	Jan 31, 2018	M	11,038	D	—	Aug 27, 2019	Common Stock	11,038	0	D
Non-Qualified Stock Option (right to buy)^F2,F4	$6.4772	Jan 31, 2018	M	5,518	D	Aug 27, 2011	Aug 27, 2019	Common Stock	5,518	0	D
Non-Qualified Stock Option (right to buy)^F2,F6,F4	$6.4772	Jan 31, 2018	M	11,036	D	—	Aug 27, 2019	Common Stock	11,036	0	D
Non-Qualified Stock Option (right to buy)^F2,F4	$10.9168	Jan 31, 2018	M	5,518	D	Aug 27, 2010	Aug 27, 2019	Common Stock	5,518	0	D
Non-Qualified Stock Option (right to buy)^F2,F7,F4	$15.9112	Jan 31, 2018	M	5,518	D	—	Aug 27, 2019	Common Stock	5,518	0	D
Stock Appreciation Right^F8	$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 $101.35 to $101.80, 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 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 years 2010 and 2011 based upon the achievement of certain annual EBITDA performance targets.
F7The option vested at the end of fiscal year 2009 based upon the achievement of certain annual EBITDA performance targets.
F8The stock appreciation rights vest in four equal annual installments beginning on January 31, 2019.