SEC Form 5 · accession 0001209191-19-010249
HCA Healthcare, Inc. · HCA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Patricia F Elcan
10% Owner
Period of report
Dec 31, 2018
Accepted (ET)
Feb 14, 2019 · 4:56 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, par value $0.01 per shareF1,F2 | Feb 20, 2018 | G | 22,168 | $0.00 | A | 3,767,639 | I | Held indirectly through Hercules Holding II by Patricia Frist Elcan 2018 Annuity Trust III |
| Common Stock, par value $0.01 per shareF1,F3 | Feb 20, 2018 | G | 29,575 | $0.00 | D | 0 | I | Held indirectly through Hercules Holding II by Patricia Frist Elcan 2016 Annuity Trust I |
| Common Stock, par value $0.01 per shareF1,F3,F4 | Feb 20, 2018 | G | 29,575 | $0.00 | A | 3,531,181 | I | Held indirectly by GRATs |
| Common Stock, par value $0.01 per shareF5 | Nov 19, 2018 | G | 15,941 | $0.00 | D | 0 | I | Held indirectly by Patricia Frist Elcan 2015 Annuity Trust I |
| Common Stock, par value $0.01 per shareF1,F4,F5 | Nov 19, 2018 | G | 15,941 | $0.00 | A | 3,547,122 | I | Held indirectly by GRATs |
| Common Stock, par value $0.01 per shareF6 | holding | — | — | — | 41,052 | D | ||
| Common Stock, par value $0.01 per shareF1,F6 | holding | — | — | — | 776,574 | I | Held indirectly through Hercules Holding II | |
| Common Stock, par value $0.01 per shareF1,F7 | holding | — | — | — | 996,767 | I | Held indirectly by Spouse and Children | |
| Common Stock, par value $0.01 per shareF1,F8 | holding | — | — | — | 461,046 | I | Held indirectly by Patricia F. Elcan Grat III Trust II | |
| Common Stock, par value $0.01 per shareF1,F9 | holding | — | — | — | 237,864 | I | Held indirectly by Patricia F. Elcan Grat II Trust I | |
| Common Stock, par value $0.01 per shareF1,F10 | holding | — | — | — | 439,143 | I | Held indirectly by Elcan Investment Partnership | |
| Common Stock, par value $0.01 per shareF1,F11 | holding | — | — | — | 169,208 | I | Held indirectly by Elcan Children's Trust | |
| Common Stock, par value $0.01 per shareF1,F12 | 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 her pecuniary interest therein.
- F10The Reporting Person may be deemed to be the beneficial owner of the 22,049 shares of common stock of HCA Healthcare, Inc. held by Elcan Investment Partnership, of which Mrs. Elcan, her spouse and a trust of which Mrs. Elcan and her spouse serve as co-trustees are the general partners. The Reporting Person may also be deemed to be the beneficial owner of the 417,093.8945 units of Hercules held by Elcan Investment Partnership and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Healthcare, Inc.
- F11The Reporting Person's spouse is the trustee of the Elcan Children's Trust, and the Reporting Person may therefore be deemed to be the beneficial owner of the 8,495 shares of common stock of HCA Healthcare, Inc. held by such trust. The Reporting Person may also be deemed to be the beneficial owner of the 160,712.7998 units of Hercules held by such trust and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Healthcare, Inc.
- F12The 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 her 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.
- F2The Reporting Person received a gift of 22,168 units of Hercules on February 20, 2018, which were subsequently transferred to The Patricia Frist Elcan 2018 Annuity Trust I, of which she serves as trustee, on such date, and thereafter to The Patricia Frist Elcan 2018 Annuity Trust III (along with 3,745,471.2877 other units of Hercules simultaneously transferred therewith), of which she serves as trustee. Following receipt of this gift, the Reporting Person 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.
- F3On February 20, 2018 The Patricia Frist Elcan 2016 Annuity Trust I transferred an aggregate of 29,575 units of Hercules to three grantor retained annuity trusts for the benefit of the Reporting Person's children. The Reporting Person is trustee of The Patricia Frist Elcan 2016 Annuity Trust I and the Reporting Person's spouse is the trustee of the three grantor retained annuity trusts for the benefit of the Reporting Person's children. The Reporting Person may therefore be deemed the beneficial owner of the units of Hercules held by these grantor retained annuity trusts and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Healthcare, Inc.
- F4The Reporting Person is trustee of three grantor retained annuity trusts for the benefit of her children, and the Reporting Person's spouse is trustee of nine grantor retained annuity trusts for the benefit of the Reporting Person's children. The Reporting Person may, accordingly, be deemed to be the beneficial owner of the aggregate 51,131 shares of common stock of HCA Healthcare, Inc. held by such trusts. In addition, the Reporting Person may be deemed to be the beneficial owner of the 3,495,991.4752 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.
- F5On November 19, 2018 The Patricia Frist Elcan 2015 Annuity Trust I transferred an aggregate of 15,941 shares of common stock of HCA Healthcare, Inc. to three grantor retained annuity trusts for the benefit of the Reporting Person's children. The Reporting Person is trustee of The Patricia Frist Elcan 2015 Annuity Trust I and the Reporting Person's spouse is the trustee of the three grantor retained annuity trusts for the benefit of the Reporting Person's children. The Reporting Person may therefore be deemed the beneficial owner of the shares of common stock of HCA Healthcare, Inc. held by these grantor retained annuity trusts and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Healthcare, Inc.
- F6The Reporting Person jointly owns with her spouse 41,052 shares of common stock of HCA Healthcare, Inc. and 776,573.9641 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 her ownership in Hercules.
- F7The Reporting Person may be deemed to have indirect beneficial ownership in respect of 34,951 shares of common stock of HCA Healthcare, Inc. through an indirect pecuniary interest in such shares held by her spouse and children. In addition, the Reporting Person may be deemed to have indirect beneficial ownership in respect of 961,816.289 units of Hercules, through an indirect pecuniary interest in such units held by her spouse and children, and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Healthcare, Inc.
- F8The Reporting Person's spouse is the trustee of the Patricia F. Elcan Grat III Trust II, and the Reporting Person may therefore be deemed to be the beneficial owner of the 23,148 shares of common stock of HCA Healthcare, Inc. held by such trust. The Reporting Person may also be deemed to be the beneficial owner of the 437,898.2045 units of Hercules held by such trust and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Healthcare, Inc.
- F9The Reporting Person's spouse is the trustee of the Patricia F. Elcan Grat II Trust I, and the Reporting Person may therefore be deemed to be the beneficial owner of the 11,943 shares of common stock of HCA Healthcare, Inc. held by such trust. The Reporting Person may also be deemed to be the beneficial owner of the 225,920.9997 units of Hercules held by such trust and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Healthcare, Inc.