SEC Form 5 · accession 0001209191-19-010254
HCA Healthcare, Inc. · HCA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
William R Frist
Director · 10% Owner
Period of report
Dec 31, 2018
Accepted (ET)
Feb 14, 2019 · 4:59 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 share | holding | — | — | — | 3,958 | D | ||
| Common Stock, par value $0.01 per shareF1,F2 | holding | — | — | — | 3,911,150 | I | Held indirectly through Hercules Holding II by Trusts for Children | |
| Common Stock, par value $0.01 per shareF1,F3 | holding | — | — | — | 1,225,740 | I | Held indirectly through Hercules Holding II by WRF 2015, LLC | |
| Common Stock, par value $0.01 per shareF1,F4 | holding | — | — | — | 148,513 | I | Held indirectly through Hercules Holding II by WRF II, LLC | |
| Common Stock, par value $0.01 per shareF1,F5 | holding | — | — | — | 5,619,998 | I | Held indirectly through Hercules Holding II by The William R. Frist Family 2010 Family Trust | |
| Common Stock, par value $0.01 per shareF1,F6 | holding | — | — | — | 1,066 | I | Held indirectly through Hercules Holding II | |
| Common Stock, par value $0.01 per shareF1,F3 | holding | — | — | — | 200,644 | I | Held indirectly through Hercules Holding II by WRF 2015 IV, LLC | |
| Common Stock, par value $0.01 per shareF1,F6 | holding | — | — | — | 82,284 | I | Held indirectly by Spouse and Children | |
| Common Stock, par value $0.01 per shareF1,F5 | holding | — | — | — | 1,208,507 | I | Held indirectly by William R. Frist Family Partnership | |
| Common Stock, par value $0.01 per shareF1,F7 | holding | — | — | — | 2,370,112 | I | Held indirectly through Hercules Holding II by The William Frist August 2018 GRAT | |
| 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's spouse is trustee of six trusts for the benefit of the Reporting Person's children, and the Reporting Person may, accordingly, 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.
- F3The Reporting Person is an officer and a managing member of WRF 2015, LLC and WRF 2015 IV, LLC and may be deemed to be the beneficial owner of the units of Hercules held by these entities and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Healthcare, Inc.
- F4The Reporting Person is an officer and a managing member of WRF 2015 II, LLC and may be deemed to be the beneficial owner of the 135,889.7145 units of Hercules and the 12,623 shares of common stock of HCA Healthcare, Inc. held by such entity.
- F5The Reporting Person may be deemed the beneficial owner of the 60,678 shares of common stock of HCA Healthcare, Inc. and the 1,147,828.7937 units of Hercules held by the William R. Frist Family Partnership, of which his spouse serves as trustee, and the 328,229 shares of common stock of HCA Healthcare, Inc. and the 5,291,769.2684 units of Hercules held by The William R. Frist 2010 Family Trust, of which he serves as trustee.
- F6The Reporting Person directly owns 1,065.745 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. The Reporting Person may also be deemed to have indirect beneficial ownership in respect of 4,128 shares of common stock of HCA Healthcare, Inc. and 78,155.825 units of Hercules, through an indirect pecuniary interest in such shares and units held by his children and spouse, and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Healthcare, Inc.
- F7The Reporting Person is trustee of The William Frist August 2018 GRAT and may be deemed to be the beneficial owner of the 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.
- 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.