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^*

HAZEN SAMUEL N

(Last)

(First)

(Middle)

ONE PARK PLAZA

(Street)

NASHVILLE

37203

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HCA INC/TN [ (HCA) ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President-Western Group

3. Date of Earliest Transaction (Month/Day/Year)
11/17/2006

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	09/30/2006		A⁽¹⁾	V	595	A	$0	100,035	D
Common Stock	11/17/2006		D		20,000	D	⁽²⁾	80,035	D
Common Stock	11/17/2006		D		80,035	D	$51⁽³⁾	0	D
Common Stock	11/17/2006		D		1,929	D	⁽⁴⁾	0	I	By 401(k)

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)
Non-Qualified Stock Option (right to buy)	$17.116	11/17/2006		D			73,419	03/04/2003	03/04/2009	Common Stock	73,419	⁽⁵⁾	31,747	D
Non-Qualified Stock Option (right to buy)	$17.116	11/17/2006		D			31,747	03/04/2003	03/04/2009	Common Stock	31,747	⁽⁶⁾	0	D
Non-Qualified Stock Option (right to buy)	$35.6	11/17/2006		D			15,000	⁽⁷⁾	03/22/2011	Common Stock	15,000	⁽⁶⁾	0	D
Non-Qualified Stock Option (right to buy)	$45.98	11/17/2006		D			100,000	⁽⁸⁾	07/26/2011	Common Stock	100,000	⁽⁶⁾	0	D
Non-Qualified Stock Option (right to buy)	$41.84	11/17/2006		D			80,000	⁽⁸⁾	01/24/2012	Common Stock	80,000	⁽⁶⁾	0	D
Non-Qualified Stock Option (right to buy)	$42.15	11/17/2006		D			100,000	⁽⁸⁾	01/29/2013	Common Stock	100,000	⁽⁶⁾	0	D
Non-Qualified Stock Option (right to buy)	$45.86	11/17/2006		D			125,000	⁽⁸⁾	01/29/2014	Common Stock	125,000	⁽⁶⁾	0	D
Non-Qualified Stock Option (right to buy)	$44.74	11/17/2006		D			21,025	⁽⁹⁾	01/27/2015	Common Stock	21,025	⁽⁶⁾	0	D
Non-Qualified Stock Option (right to buy)	$54.73	11/17/2006		D			21,025	⁽⁹⁾	01/27/2015	Common Stock	21,025	⁽¹⁰⁾	0	D
Non-Qualified Stock Option (right to buy)	$49.59	11/17/2006		D			21,025	⁽⁹⁾	01/27/2015	Common Stock	21,025	⁽⁶⁾	0	D
Non-Qualified Stock Option (right to buy)	$49.9	11/17/2006		D			18,125	⁽⁹⁾	01/26/2016	Common Stock	18,125	⁽⁶⁾	0	D
Non-Qualified Stock Option (right to buy)	$45.08	11/17/2006		D			18,125	⁽⁹⁾	01/26/2016	Common Stock	18,125	⁽⁶⁾	0	D
Non-Qualified Stock Option (right to buy)	$49.6	11/17/2006		D			18,125	⁽⁹⁾	01/26/2016	Common Stock	18,125	⁽⁶⁾	0	D
Non-Qualified Stock Option (right to buy)	$50.34	11/17/2006		D			18,125	⁽⁹⁾	01/26/2016	Common Stock	18,125	⁽⁶⁾	0	D
Non-Qualified Stock Option (right to purchase)	$46.95	11/17/2006		D			21,025	⁽⁹⁾	01/27/2015	Common Stock	21,025	⁽⁶⁾	0	D

Explanation of Responses:

1. Ongoing acquisition of common stock from 1/1/2006 to 9/30/2006 under the HCA Employee Stock Purchase Plan and including dividend reinvestment of shares.

2. Disposed of in connection with the merger of Hercules Acquisition Corporation with and into the issuer, with the issuer as the surviving corporation, effective November 17, 2006, pursuant to the Merger Agreement dated July 24, 2006 among Hercules Holding, LLC, Hercules Acquisition Corporation and the issuer. The shares listed above held by the reporting person were exchanged for an equity interest in the surviving corporation. In connection with the merger, the issuer's common stock was valued at $51.00 per share.

3. Disposed of in connection with the merger in exchange for the right to receive $51.00 per share.

4. All shares held by the HCA 401(k) Plan were disposed of in connection with the merger in exchange for merger consideration of $51.00 per share, and the participant received cash in the plan equal to his or her pro rata interest in the shares held by the plan.

5. This option was cancelled in the merger in exchange for a cash payment equal to the difference between the exercise price of the option and the merger consideration of $51 per share, multiplied by the number of shares subject to the option.

6. This option was assumed by the surviving corporation in the merger and replaced with a new option with an exercise price of $12.75 for that number of shares so that the difference between $51.00 and the exercise price of the old option, multiplied by the number shares subject to the old option, is equal to the difference between $51.00 and $12.75, multiplied by the number of shares subject to the new option.

7. The option vests in four equal annual installments beginning on 3/22/02.

8. On December 16, 2004, HCA 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?s common stock on December 14, 2004 of $40.89 per share, as reported by the New York Stock Exchange.

9. Immediately before the effective time of the merger, all unvested options became fully vested and immediately exercisable.

10. All options with an exercise price above the merger consideration of $51.00 per share were cancelled in the merger and no payment will be made thereon.

	By: /s/ Colleen E. Haley, Attorney-in-Fact	11/21/2006
	** 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 4 (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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