SEC Form 4 · accession 0001209191-18-007239
HCA Healthcare, Inc. · HCA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Bill B Rutherford
Officer — CFO and EVP
Period of report
Jan 31, 2018
Accepted (ET)
Feb 2, 2018 · 7:55 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 | Feb 1, 2018 | M | 9,832 | $5.3385 | A | 41,269 | D | |
| Common Stock | Feb 1, 2018 | M | 27,594 | $5.9821 | A | 68,863 | D | |
| Common Stock | Feb 1, 2018 | M | 16,554 | $6.4772 | A | 85,417 | D | |
| Common Stock | Feb 1, 2018 | M | 9,829 | $7.4739 | A | 95,426 | D | |
| Common Stock | Feb 1, 2018 | M | 5,518 | $10.9168 | A | 100,764 | D | |
| Common Stock | Feb 1, 2018 | M | 9,829 | $11.3585 | A | 110,593 | D | |
| Common Stock | Feb 1, 2018 | M | 5,518 | $15.9112 | A | 116,111 | D | |
| Common Stock | Feb 1, 2018 | F | 14,976 | $102.24 | D | 101,135 | D | |
| Common StockF1 | Feb 1, 2018 | S | 24,700 | $101.9831 | D | 76,435 | D | |
| Common StockF2 | Feb 1, 2018 | S | 23,762 | $102.8726 | D | 52,673 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Appreciation RightF3 | $101.16 | Jan 31, 2018 | A | 70,900 | A | Jan 31, 2019 | Jan 31, 2028 | Common Stock | 70,900 | 70,900 | D |
| Non-Qualified Stock Option (right to buy)F4,F5,F6 | $5.3385 | Feb 1, 2018 | M | 9,832 | D | — | Feb 25, 2019 | Common Stock | 9,832 | 0 | D |
| Non-Qualified Stock Option (right to buy)F4,F7,F6 | $5.9821 | Feb 1, 2018 | M | 16,556 | D | — | Aug 27, 2019 | Common Stock | 16,556 | 0 | D |
| Non-Qualified Stock Option (right to buy)F4,F8,F6 | $5.9821 | Feb 1, 2018 | M | 11,038 | D | — | Aug 27, 2019 | Common Stock | 11,038 | 0 | D |
| Non-Qualified Stock Option (right to buy)F4,F6 | $6.4772 | Feb 1, 2018 | M | 5,518 | D | Aug 27, 2011 | Aug 27, 2019 | Common Stock | 5,518 | 0 | D |
| Non-Qualified Stock Option (right to buy)F4,F9,F6 | $6.4772 | Feb 1, 2018 | M | 11,036 | D | — | Aug 27, 2019 | Common Stock | 11,036 | 0 | D |
| Non-Qualified Stock Option (right to buy)F4,F6 | $7.4739 | Feb 1, 2018 | M | 9,829 | D | Feb 25, 2012 | Feb 25, 2019 | Common Stock | 9,829 | 0 | D |
| Non-Qualified Stock Option (right to buy)F4,F6 | $10.9168 | Feb 1, 2018 | M | 5,518 | D | Aug 27, 2010 | Aug 27, 2019 | Common Stock | 5,518 | 0 | D |
| Non-Qualified Stock Option (right to buy)F4,F10,F6 | $11.3585 | Feb 1, 2018 | M | 9,829 | D | — | Feb 25, 2019 | Common Stock | 9,829 | 0 | D |
| Non-Qualified Stock Option (right to buy)F4,F11,F6 | $15.9112 | Feb 1, 2018 | M | 5,518 | D | — | Aug 27, 2019 | Common Stock | 5,518 | 0 | 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 $101.58 to $102.55, 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.
- F10The option vested at the end of fiscal year 2012 based upon the achievement of certain annual EBITDA performance targets.
- F11The option vested at the end of fiscal year 2009 based upon the achievement of certain annual EBITDA performance targets.
- F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $102.57 to $103.19, 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.
- F3The stock appreciation rights vest in four equal annual installments beginning on January 31, 2019.
- F4Exercise 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.
- F5On February 25, 2009, the reporting person was granted an option to purchase 29,494 shares of common stock, which vest upon achievement of certain predetermined investment return targets. 1/3 of the option vested as a result of the achievement of certain specified investment return targets as of the closing of the initial public offering of the Issuer's securities on March 15, 2011, 1/3 of the option vested as a result of the achievement of certain specified investment return targets as of December 31, 2011 and 1/3 of the option vested as a result of the achievement of certain specified investment return targets as of December 31, 2012.
- F6Shares 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.
- F7The 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.
- F8The 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.
- F9The option vested at the end of fiscal years 2010 and 2011 based upon the achievement of certain annual EBITDA performance targets.