SEC Form 4 · accession 0001209191-18-013633
HCA Healthcare, Inc. · HCA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
R Milton Johnson
Officer — Chairman & CEO · Director
Period of report
Feb 22, 2018
Accepted (ET)
Feb 26, 2018 · 7:24 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 22, 2018 | A | 124,800 | $0.00 | A | 1,075,178 | D | |
| Common Stock | Feb 22, 2018 | F | 49,109 | $100.54 | D | 1,026,069 | D | |
| Common StockF2 | Feb 25, 2018 | M | 12,022 | — | A | 1,038,091 | D | |
| Common Stock | Feb 25, 2018 | F | 4,449 | $100.84 | D | 1,033,642 | D | |
| Common Stock | holding | — | — | — | 322,624 | I | By Trust (Spouse, Trustee) |
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 | $47.97 | Feb 22, 2018 | A | 27,375 | A | Feb 22, 2018 | Feb 5, 2024 | Common Stock | 27,375 | 27,375 | D |
| Restricted Stock UnitsF2,F4 | — | Feb 25, 2018 | M | 4,547 | D | — | Feb 25, 2025 | Common Stock | 4,547 | 0 | D |
| Restricted Stock UnitsF2,F5 | — | Feb 25, 2018 | M | 7,475 | D | — | Feb 25, 2026 | Common Stock | 7,475 | 7,475 | D |
Explanation of responses
- F1On February 4, 2015, the reporting person was granted 62,400 performance share units. The performance share units were eligible to vest based on achievement of a cumulative earnings per share goal for fiscal years 2015-2017. The number of performance share units that were eligible to vest varied from zero (for actual performance less than 80% of target) to two times the units granted (for actual performance of 120% or more of target). Based upon the Company's achievement with respect to cumulative 2015-2017 earnings per share, the number of performance share units that vested equaled two times the units granted.
- F2Restricted stock units convert into common stock on a one-for-one basis.
- F3On February 5, 2014, the reporting person was granted 182,500 stock appreciation rights. The stock appreciation rights were eligible to vest in equal increments of up to 25% at the end of fiscal years 2014, 2015, 2016 and 2017 based upon the extent to which certain EBITDA performance targets have been met for the applicable fiscal year. Based upon the Company's achievement with respect to the EBITDA performance criteria for 2017, 60% of the stock appreciation rights subject to such criteria vested, resulting in the vesting of 27,375 stock appreciation rights.
- F4On February 25, 2015, the reporting person was granted 9,093 restricted stock units, vesting in two equal annual installments beginning on the second anniversary of the grant date.
- F5On February 25, 2016, the reporting person was granted 14,950 restricted stock units, vesting in two equal annual installments beginning on the second anniversary of the grant date.