SEC Form 5 · accession 0001209191-19-010253
HCA Healthcare, Inc. · HCA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Patricia C Frist
10% Owner
Period of report
Dec 31, 2018
Accepted (ET)
Feb 14, 2019 · 4:58 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 | holding | — | — | — | 389,855 | I | Held indirectly by Thomas F. Frist Jr. | |
| Common Stock, par value $0.01 per shareF2,F3 | holding | — | — | — | 205,471 | I | Held indirectly through Hercules Holding II | |
| Common Stock, par value $0.01 per shareF2,F3 | holding | — | — | — | 72,562 | I | Held indirectly through Hercules Holding II by Thomas F. Frist, Jr. | |
| Common Stock, par value $0.01 per shareF2,F4 | holding | — | — | — | 72,589 | I | Held indirectly through Hercules Holding II by Thomas F. Frist GST Tax Exempt Trust | |
| Common Stock, par value $0.01 per shareF2,F4 | holding | — | — | — | 122,389 | I | Held indirectly through Hercules Holding II by Patricia Champion Frist 2017 GRAT | |
| Common Stock, par value $0.01 per shareF2,F5 | holding | — | — | — | 32,620 | I | Held indirectly through Hercules Holding II by Patricia Champion Frist May 2017 GRAT | |
| Common Stock, par value $0.01 per shareF2,F4 | holding | — | — | — | 184,784 | I | Held indirectly through Hercules Holding II by Patricia Champion Frist May 2018 GRAT | |
| Common Stock, par value $0.01 per shareF2,F6 | 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
- F1The Reporting Person may be deemed to have indirect beneficial ownership in respect of shares of common stock of HCA Healthcare, Inc. through an indirect pecuniary interest in such shares held by her spouse, and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Healthcare, Inc.
- F2Hercules 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.
- F3The Reporting Person directly owns 205,471.4898 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. The Reporting Person may also be deemed to have indirect beneficial ownership in respect of 72,561.6299 units of Hercules through an indirect pecuniary interest in such units held by her spouse, and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Healthcare, Inc.
- F4The Reporting Person's spouse is trustee of (i) Thomas F. Frist GST Tax Exempt Trust, (ii) Patricia Champion Frist 2017 Grantor Retained Annuity Trust and (iii) Patricia Champion Frist May 2018 Grantor Retained Annuity Trust 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 is trustee of Patricia Champion Frist May 2017 Grantor Retained Annuity Trust, and the Reporting Person may therefore be deemed to be the beneficial owner of the units of Hercules held by this trust and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Healthcare, Inc.
- F6The 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.