SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

PAGLIUCA STEPHEN G

(Last)

(First)

(Middle)

C/O BAIN CAPITAL PARTNERS, LLC

JOHN HANCOCK TOWER, 200 CLARENDON STREET

(Street)

BOSTON

02116

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HCA Holdings, Inc. [ HCA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/05/2014

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, Par Value $0.01	12/05/2014		D		7,612,921⁽¹⁾	D	$73.26	7,612,921	I	See Footnotes⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents shares of Common Stock of HCA Holdings, Inc. ("HCA") distributed to each of Bain Capital Integral Investors 2006, LLC ("Integral 2006"), BCIP TCV, LLC ("BCIP TCV") and Bain Capital Hercules Investors, LLC ("Hercules Investors", and together with Integral 2006 and BCIP TCV, the "Bain Entities") by Hercules Holding II, LLC ("Hercules II") and subsequently repurchased (the "Repurchase") by HCA.

2. The shares of HCA reported on this Form 4 are held of record by Hercules II. Hercules II is held by a private investor group, including affiliates of Bain Capital Investors, LLC ("BCI"), Kohlberg Kravis & Roberts & Co. LLC and affiliates of HCA founder Dr. Thomas F. Frist, Jr. Following the transactions described herein, affiliates of BCI indirectly own 7,612,921 shares of Common Stock of HCA.

3. BCI is the administrative member of Integral 2006. On December 5, 2014, Integral 2006 sold 7,074,710 shares of Common Stock of HCA in the Repurchase. Following such sale, Integral 2006 indirectly owned 7,074,711 shares of Common Stock of HCA held by Hercules II. BCI may be deemed to share voting and dispositive power with respect to the 7,074,711 shares of Common Stock of HCA indirectly owned by Integral 2006 by virtue of its membership in Hercules II.

4. BCI is the administrative member of BCIP TCV held by Hercules II. On December 5, 2014, BCIP TCV sold 51,029 shares of Common Stock of HCA in the Repurchase. Following such sale, BCIP TCV indirectly owned 51,029 shares of Common Stock of HCA. BCI may be deemed to share voting and dispositive power with respect to the 51,029 shares of Common Stock of HCA indirectly owned by BCIP TCV by virtue of its membership in Hercules II.

5. BCI is the administrative member of Hercules Investors. On December 5, 2014, Hercules Investors sold 487,182 shares of Common Stock of HCA in the Repurchase. Following such sale, Hercules Investors indirectly owned 487,181 shares of Common Stock of HCA held by Hercules II. BCI may be deemed to share voting and dispositive power with respect to the 487,181 shares of Common Stock of HCA indirectly owned by Hercules Investors by virtue of its membership in Hercules II.

6. The governance, investment strategy and decision-making process with respect to the investments held by the Bain Entities is directed by BCI's Global Private Equity Board ("GPEB"). Mr. Stephen Pagliuca is a Managing Director of BCI and a member of GPEB. By virtue of the relationships described in these footnotes, Mr. Pagliuca may be deemed to share the voting and dispositive power with respect to the 91,750,834 shares of Common Stock of HCA held by Hercules II. Mr. Pagliuca disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein.

Remarks:

	/s/ Stephen Pagliuca	12/09/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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