SEC Form 4 · accession 0001209191-18-044262
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
Jul 25, 2018
Accepted (ET)
Jul 27, 2018 · 5:45 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 | Jul 25, 2018 | M | 10,000 | $22.10 | A | 105,394 | D | |
| Common Stock | Jul 25, 2018 | S | 10,000 | $112.53 | D | 95,394 | D | |
| Common Stock | Jul 25, 2018 | M | 150,000 | $22.95 | A | 245,394 | D | |
| Common Stock | Jul 25, 2018 | F | 76,702 | $118.13 | D | 168,692 | D | |
| Common StockF2 | Jul 27, 2018 | S | 32,846 | $122.9176 | D | 135,846 | D | |
| Common StockF3 | Jul 27, 2018 | S | 37,152 | $123.5188 | D | 98,694 | D | |
| Common Stock | Jul 27, 2018 | S | 3,300 | $124.47 | D | 95,394 | 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)F4 | $22.10 | Jul 25, 2018 | M | 10,000 | D | — | Nov 2, 2021 | Common Stock | 10,000 | 0 | D |
| Stock Appreciation RightF5 | $22.95 | Jul 25, 2018 | M | 75,000 | D | — | Feb 8, 2022 | Common Stock | 75,000 | 0 | D |
| Stock Appreciation RightF6 | $22.95 | Jul 25, 2018 | M | 75,000 | D | — | Feb 8, 2022 | Common Stock | 75,000 | 0 | D |
Explanation of responses
- F1The exercise of stock appreciation rights, option exercise and sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
- F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $122.28 to $123.27, 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 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $123.29 to $124.27, 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.
- F4The option vested at the end of fiscal year 2011 based upon the achievement of certain annual EBITDA performance targets.
- F5The stock appreciation rights vested at the end of fiscal years 2012, 2013, 2014 and 2015 based upon the achievement of certain annual EBITDA performance targets.
- F6The stock appreciation rights vested in four equal annual installments beginning on February 8, 2013.