SEC Form 4 · accession 0001209191-18-028169
HCA Healthcare, Inc. · HCA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas F Frist III
Director · 10% Owner
Period of report
May 2, 2018
Accepted (ET)
May 4, 2018 · 5:19 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 20, 2018 | G | 22,168 | $0.00 | A | 22,168 | I | Held indirectly through Hercules Holding II |
| Common Stock, par value $0.01 per shareF3 | May 2, 2018 | A | 1,790 | $0.00 | A | 3,902 | D | |
| Common Stock, par value $0.01 per shareF1,F4 | holding | — | — | — | 1,088,856 | I | Held indirectly through Hercules Holding II by Thomas F. Frist III 2017 Annuity Trust I | |
| Common Stock, par value $0.01 per shareF1,F5 | holding | — | — | — | 9,497 | I | Held indirectly through Hercules Holding II by Spouse | |
| Common Stock, par value $0.01 per shareF1,F6 | holding | — | — | — | 816,796 | I | Held indirectly through Hercules Holding II by Thomas F. Frist III 2007 Family Trust | |
| Common Stock, par value $0.01 per shareF1,F4 | holding | — | — | — | 445,402 | I | Held indirectly through Hercules Holding II by Thomas F. Frist III 2016 Annuity Trust II | |
| Common Stock, par value $0.01 per shareF1,F4 | holding | — | — | — | 77,531 | I | Held indirectly through Hercules Holding II by Thomas F. Frist III 2016 Annuity Trust IV | |
| Common Stock, par value $0.01 per shareF1,F6 | holding | — | — | — | 69,570 | I | Held indirectly through Hercules Holding II by Thomas F. Frist III 2011 Family Trust | |
| Common Stock, par value $0.01 per shareF1,F4 | holding | — | — | — | 2,079,808 | I | Held indirectly through Hercules Holding II by Thomas F. Frist III 2017 Annuity Trust II | |
| Common Stock, par value $0.01 per shareF1,F7 | holding | — | — | — | 28,490 | I | Held indirectly through Hercules Holding II by Trusts for Children | |
| Common Stock, par value $0.01 per shareF1,F7 | holding | — | — | — | 2,348,330 | I | Held indirectly through Hercules Holding II by Trusts for Children | |
| Common Stock, par value $0.01 per shareF1,F8 | 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 common stock of HCA Healthcare, 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 Healthcare, 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 his pecuniary interest therein.
- F2The Reporting Person directly owns 22,168.0001 units of Hercules and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Healthcare, Inc. by virtue of his ownership in Hercules.
- F3Represents common stock underlying 1,790 restricted share units which shall vest on the sooner of the date of the 2019 annual shareholders' meeting of HCA Healthcare, Inc. or the first anniversary of the grant date. Vested shares will be delivered to the Reporting Person on the date the Reporting Person ceases to be a member of the Board of Directors of HCA Healthcare, Inc.
- F4The Reporting Person is trustee of (i) The Thomas F. Frist III 2016 Annuity Trust II, (ii) The Thomas F. Frist III 2017 Annuity Trust II, (iii) The Thomas F. Frist III 2016 Annuity Trust IV and (iv) The Thomas F. Frist III 2017 Annuity Trust I and may 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 Healthcare, Inc.
- F5The Reporting Person may be deemed to have an indirect beneficial ownership in respect of 9,496.54 units of Hercules through an indirect pecuniary interest in such units held by his spouse, and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Healthcare, Inc.
- F6The Reporting Person's spouse is trustee of (i) The Thomas F. Frist III 2007 Family Trust and (ii) Thomas F. Frist III 2011 Family Trust, and the Reporting Person may be deemed to be the beneficial owner of the units of Hercules held by such trusts and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Healthcare, Inc.
- F7The Reporting Person may be deemed to be the beneficial owner of the aggregate (i) 28,489.62 units of Hercules held by certain trusts for the benefit of the Reporting Person's children, each of which his sister serves as trustee, and (ii) 2,348,330.3574 units of Hercules held by certain trusts for the benefit of the Reporting Person's children, each of which his spouse serves as trustee, and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Healthcare, Inc.
- F8The Reporting Person may be deemed to share voting and dispositive power with respect to 36,629,163.8593 shares of HCA Healthcare, Inc. beneficially owned by Frisco, Inc. by virtue of his 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 Healthcare, Inc.