SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Paslick P. Martin

(Last)

(First)

(Middle)

ONE PARK PLAZA

(Street)

NASHVILLE

37203

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/01/2012

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

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	43,148	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Non-Qualified Stock Option (right to buy)	⁽¹⁾	01/29/2014	Common Stock	2,859	$2.8302⁽²⁾	D
Non-Qualified Stock Option (right to buy)	⁽³⁾	01/27/2015	Common Stock	1,473	$2.8302⁽²⁾	D
Non-Qualified Stock Option (right to buy)	⁽³⁾	01/27/2015	Common Stock	328	$2.8302⁽²⁾	D
Non-Qualified Stock Option (right to buy)	⁽³⁾	01/27/2015	Common Stock	950	$2.8302⁽²⁾	D
Non-Qualified Stock Option (right to buy)	⁽³⁾	01/26/2016	Common Stock	126	$2.8302⁽²⁾	D
Non-Qualified Stock Option (right to buy)	⁽³⁾	01/26/2016	Common Stock	216	$2.8302⁽²⁾	D
Non-Qualified Stock Option (right to buy)	⁽³⁾	01/26/2016	Common Stock	1,166	$2.8302⁽²⁾	D
Non-Qualified Stock Option (right to buy)	⁽³⁾	01/26/2016	Common Stock	274	$2.8302⁽²⁾	D
Non-Qualified Stock Option (right to buy)	⁽⁴⁾	01/30/2017	Common Stock	15,000	$5.3074	D
Non-Qualified Stock Option (right to buy)	⁽⁵⁾	01/30/2017	Common Stock	13,501	$11.3208	D
Non-Qualified Stock Option (right to buy)	⁽⁶⁾	01/30/2017	Common Stock	9,000	$5.3074	D
Non-Qualified Stock Option (right to buy)	⁽⁷⁾	01/30/2017	Common Stock	13,501	$11.3208	D
Non-Qualified Stock Option (right to buy)	⁽⁸⁾	01/30/2017	Common Stock	9,000	$5.3074	D
Non-Qualified Stock Option (right to buy)	⁽⁹⁾	08/27/2019	Common Stock	2,252	$15.9112	D
Non-Qualified Stock Option (right to buy)	⁽¹⁰⁾	08/27/2019	Common Stock	4,504	$6.4772	D
Non-Qualified Stock Option (right to buy)	08/27/2011	08/27/2019	Common Stock	2,252	$6.4772	D
Non-Qualified Stock Option (right to buy)	⁽¹¹⁾	08/27/2019	Common Stock	6,758	$5.9821	D
Non-Qualified Stock Option (right to buy)	08/27/2010	08/27/2019	Common Stock	2,252	$10.9168	D
Stock Appreciation Right	⁽¹²⁾	02/08/2022	Common Stock	17,500	$26.97	D

Explanation of Responses:

1. On December 16, 2004, HCA Inc. announced the acceleration of vesting of all unvested options awarded to employees and officers under the HCA 2000 Equity Incentive Plan which had exercise prices greater than the closing price of HCA Inc.'s common stock on December 14, 2004 of $40.89 per share, as reported by the New York Stock Exchange.

2. This option was assumed by the issuer, as the surviving corporation in the merger of Hercules Acquisition Corporation with and into the issuer, effective November 17, 2006, pursuant to the Merger Agreement dated July 24, 2006 among Hercules Holding II, LLC, Hercules Acquisition Corporation and the issuer, and adjusted so that the option would retain the same "spread value" (as defined below) as immediately prior to the merger, but the new per share exercise price for the option would be $12.75. The term "spread value" means the difference between (x) the aggregate fair market value of the common stock (determined using the merger consideration of $51.00 per share) subject to the outstanding options held by the participant immediately prior to the merger that were assumed by the surviving corporation, and (y) the aggregate exercise price of those options.

3. Immediately before the effective time of the merger of Hercules Acquisition Corporation with and into HCA Inc. on November 17, 2006, pursuant to the Merger Agreement dated July 24, 2006 among Hercules Holding II, LLC, Hercules Acquisition Corporation and HCA Inc., all unvested options became fully vested and immediately exercisable.

4. On January 30, 2007, the reporting person was granted an option to purchase 22,502 shares of common stock, which vest upon achievement of certain predetermined investment return targets. 1/3 of the option vested as a result of the achievement of certain specified investment return targets as of the closing of the initial public offering of the issuer's securities on March 15, 2011, and 1/3 of the option vested as a result of the achievement of certain specified investment return targets as of December 31, 2011.

5. The option vested in equal increments at the end of fiscal years 2007, 2008 and 2009 based upon the achievement of certain annual EBITDA performance targets.

6. The option vested in equal increments at the end of fiscal years 2010 and 2011 based upon the achievement of certain annual EBITDA performance targets.

7. The option vested in three equal annual installments beginning on January 30, 2008.

8. The option vested in two equal annual installments beginning on January 30, 2011.

9. The option vested at the end of fiscal year 2009 based upon the achievement of certain annual EBITDA performance targets.

10. The option vests in equal increments at the end of fiscal years 2010, 2011, 2012 and 2013 if certain annual EBITDA performance targets are achieved, subject to "catch up" vesting if at the end of any year noted above or at the end of fiscal year 2014, the cumulative total EBITDA earned in all prior years (2009 - 2013) exceeds the cumulative EBITDA target at the end of such fiscal year. The EBITDA performance criteria for 2010 and 2011 were met, resulting in vesting of the option as to 4,504 shares.

11. The option vests in three equal annual installments beginning on August 27, 2012.

12. The stock appreciation right vests in four equal annual installments beginning on February 8, 2013.

Remarks:

	/s/ John M. Franck II, Attorney-in-Fact	06/08/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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