SEC Form 4 · accession 0001209191-19-009135
HCA Healthcare, Inc. · HCA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Victor L Campbell
Officer — SVP-Government Affairs
Period of report
Feb 7, 2019
Accepted (ET)
Feb 11, 2019 · 7:37 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 7, 2019 | M | 41,625 | $47.97 | A | 231,493 | D | |
| Common Stock | Feb 7, 2019 | M | 15,000 | $68.96 | A | 246,493 | D | |
| Common Stock | Feb 7, 2019 | M | 10,245 | $69.58 | A | 256,738 | D | |
| Common Stock | Feb 7, 2019 | M | 7,340 | $81.96 | A | 264,078 | D | |
| Common Stock | Feb 7, 2019 | M | 4,575 | $101.16 | A | 268,653 | D | |
| Common Stock | Feb 7, 2019 | F | 50,701 | $140.62 | D | 217,952 | D | |
| Common StockF1 | Feb 11, 2019 | S | 28,084 | $138.9741 | D | 189,868 | D | |
| Common Stock | holding | — | — | — | 26,478 | I | By AWC 2012 Trust (Spouse, Trustee) | |
| Common Stock | holding | — | — | — | 42,478 | I | By MNC 2012 Trust (Spouse, Trustee) | |
| Common Stock | holding | — | — | — | 33,196 | I | By Trust f/b/o AWC (Spouse, Trustee) | |
| Common Stock | holding | — | — | — | 33,196 | I | By Trust f/b/o MNC (Spouse, Trustee) | |
| Common Stock | holding | — | — | — | 65,629 | I | By Trust (Daughter, 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 RightF2 | $47.97 | Feb 7, 2019 | M | 22,500 | D | — | Feb 5, 2024 | Common Stock | 22,500 | 0 | D |
| Stock Appreciation RightF3 | $47.97 | Feb 7, 2019 | M | 19,125 | D | — | Feb 5, 2024 | Common Stock | 19,125 | 0 | D |
| Stock Appreciation RightF4 | $68.96 | Feb 7, 2019 | M | 15,000 | D | — | Feb 4, 2025 | Common Stock | 15,000 | 0 | D |
| Stock Appreciation RightF5 | $69.58 | Feb 7, 2019 | M | 10,245 | D | — | Jan 29, 2026 | Common Stock | 10,245 | 3,415 | D |
| Stock Appreciation RightF6 | $81.96 | Feb 7, 2019 | M | 7,340 | D | — | Feb 1, 2027 | Common Stock | 7,340 | 7,340 | D |
| Stock Appreciation RightF7 | $101.16 | Feb 7, 2019 | M | 4,575 | D | — | Jan 31, 2028 | Common Stock | 4,575 | 13,725 | 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 $138.74 to $139.13, 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.
- F2The stock appreciation rights vested in four equal annual installments beginning on February 5, 2015.
- F3The stock appreciation rights vested at the end of fiscal years 2014, 2015, 2016 and 2017 based upon the achievement of certain annual EBITDA performance targets.
- F4The stock appreciation rights vested in four equal annual installments beginning on February 4, 2016.
- F5The stock appreciation rights vest in four equal annual installments beginning on January 29, 2017.
- F6The stock appreciation rights vest in four equal annual installments beginning on February 1, 2018.
- F7The stock appreciation rights vest in four equal annual installments beginning on January 31, 2019.