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^*

MICHELSON MICHAEL W

(Last)

(First)

(Middle)

C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.

9 WEST 57TH STREET, SUITE 4200

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/13/2009

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	03/13/2009		J⁽³⁾⁽⁴⁾⁽⁵⁾		1,034,313.771⁽³⁾⁽⁴⁾⁽⁵⁾	D	⁽³⁾⁽⁴⁾⁽⁵⁾	3,867,647.229⁽³⁾⁽⁴⁾⁽⁵⁾	I	Held through Hercules Holding II, LLC by KKR PEI Investments, L.P.⁽¹⁾⁽²⁾⁽⁶⁾⁽⁷⁾⁽¹²⁾⁽¹³⁾
Common Stock	03/13/2009		J⁽³⁾⁽⁴⁾⁽⁵⁾		1,034,313.771⁽³⁾⁽⁴⁾⁽⁵⁾	A	⁽³⁾⁽⁴⁾⁽⁵⁾	1,034,313.771⁽³⁾⁽⁴⁾⁽⁵⁾	I	Held through Hercules Holding II, LLC by KKR sponsored co-investment fund⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽¹²⁾⁽¹³⁾
Common Stock								319,411	I	Held through Hercules Holding II, LLC by KKR Partners III, L.P.⁽¹⁾⁽²⁾⁽⁸⁾⁽¹²⁾⁽¹³⁾
Common Stock								196,078	I	Held through Hercules Holding II, LLC by OPERF Co-Investment L.L.C.⁽¹⁾⁽²⁾⁽⁹⁾⁽¹²⁾⁽¹³⁾
Common Stock								9,313,725	I	Held through Hercules Holding II, LLC by KKR Millennium Fund L.P.⁽¹⁾⁽²⁾⁽¹⁰⁾⁽¹²⁾⁽¹³⁾
Common Stock								8,642,157	I	Held through Hercules Holding II, LLC by KKR 2006 Fund L.P.⁽¹⁾⁽²⁾⁽¹¹⁾⁽¹²⁾⁽¹³⁾

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. Hercules Holding II, LLC holds 91,845,692 shares, or 97.3%, of the common stock, par value $0.01 per share (the "Shares") of HCA Inc. (the "Issuer"). Hercules Holding II, LLC is held by a private investor group, including affiliates of each of Bain Capital Investors, LLC, Kohlberg Kravis Roberts & Co. L.P. and Bank of America Corporation and by affiliates of Dr. Thomas F. Frist, Jr., the founder of the Issuer. Each such person may be deemed to be a member of a group exercising voting and investment control over the Shares held by Hercules Holding II, LLC.

2. However, each such person disclaims membership in any such group and disclaims beneficial ownership of such Shares, except to the extent of his or its pecuniary interest therein. Certain affiliates of Kohlberg Kravis Roberts & Co. L.P. collectively have the right under Hercules Holding II, LLC's limited liability company agreement to nominate up to three directors of the Issuer. Certain affiliates of Kohlberg Kravis Roberts & Co. L.P. indirectly own 23,373,332 Shares as follows:

3. On March 13, 2009, KKR PEI Investments, L.P. ("PEI Investments") agreed to transfer a portion of its co-investments in five portfolio companies, including a portion of its units of Hercules Holding II, LLC, to a KKR-sponsored co-investment fund ("Buyer") for an aggregate purchase price of $200,399,888 (pro rated equally among the five co-investments). PEI Investments agreed to transfer a number of its co-investment interests in these five companies with an aggregate fair value of $211,000,000 (pro rated equally among the five co-investments). PEI Investments agreed to transfer initially a number of its co-investment interests in these five portfolio companies (pro rated equally among the five co-investments) with an aggregate fair value of $211,000,000 based on their fair values as of December 31, 2008, which is the nearest date in respect of which such fair values have been determined. (continued in footnote (4))

4. After the determination of the aggregate fair value as of March 31, 2009 (which is the next date in respect of which such fair values will be determined) of the five co-investment interests initially transferred to the Buyer, then (i) if such aggregate fair value as of March 31, 2009 is less than $211,000,000, PEI Investments would be required to transfer to the Buyer additional co-investment interests in the five companies (pro rated equally among the five co-investments) or (ii) if such aggregate fair value as of March 31, 2009 is greater than $211,000,000, the Buyer would be required to transfer back to PEI Investments a portion of the co-investment interests in the five companies initially transferred to the Buyer (pro rated equally among the five co-investments), in each case, (continued in footnote (5))

5. such that the Buyer then holds co-investment interests with an aggregate fair value equal to $211,000,000 (based on their fair values as of March 31, 2009), provided that the number of additional interests transferred to the Buyer or the number of interests transferred back to PEI Investments will not exceed $50,100,000 in the aggregate based on the fair value of these interests as of March 31, 2009. The number of units of Hercules Holding II, LLC to be transferred initially to the Buyer is 1,034,313.771, subject to adjustment as described above.

6. PEI Investments directly owns 3,867,647.229 units of Hercules Holding II, LLC (after giving effect to the initial transfer and before any adjustment) and therefore may be deemed to own indirectly the same number of Shares of the Issuer by virtue of its membership in Hercules Holding II, LLC. As the sole general partner of PEI Investments, KKR PEI Associates, L.P. may be deemed to share voting and dispositive power with respect to any Shares beneficially owned by PEI Investments. As the sole general partner of KKR PEI Associates, L.P., KKR PEI GP Limited may also be deemed to share voting and dispositive power with respect to any Shares beneficially owned by PEI Investments. PEI Investments, KKR PEI Associates, L.P. and KKR PEI GP Limited disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Kohlberg Kravis Roberts & Co. L.P., pursuant to a services agreement with KKR PEI GP Limited, (continued in footnote (7))

7. may be deemed to share voting and dispositive power with respect to any Shares beneficially owned by PEI Investments. KKR & Co. L.L.C. is the general partner of Kohlberg Kravis Roberts & Co. L.P. Kohlberg Kravis Roberts & Co. L.P. and KKR & Co. L.L.C. disclaim beneficial ownership of such Shares. The managing members of KKR & Co. L.L.C. are Henry R. Kravis and George R. Roberts. The other members of KKR & Co. L.L.C. include Paul E. Raether, Michael W. Michelson, Johannes P. Huth, Todd A. Fisher, Alexander Navab and other executives of Kohlberg Kravis Roberts & Co. L.P. Messrs. Kravis and Roberts, as managing members of KKR & Co. L.L.C., may be deemed to share beneficial ownership of any Shares beneficially owned by KKR & Co. L.L.C. but disclaim beneficial ownership of such Shares. The other members of KKR & Co. L.L.C. also disclaim beneficial ownership of any Shares beneficially owned by KKR & Co. L.L.C.

8. KKR Partners III directly owns 319,411 units of Hercules Holding II, LLC and therefore may be deemed to own indirectly the same number of Shares of the Issuer by virtue of its membership in Hercules Holding II, LLC. See the Form 3 filed by this fund on April 29, 2008 for more information on its ownership structure.

9. OPERF Co-Investment, L.L.C. directly owns 196,078 units of Hercules Holding II, LLC and therefore may be deemed to own indirectly the same number of Shares of the Issuer by virtue of its membership in Hercules Holding II, LLC. See the Form 3 filed by this fund on April 29, 2008 for more information on its ownership structure.

10. KKR Millennium Fund L.P. directly owns 9,313,725 units of Hercules Holding II, LLC and therefore may be deemed to own indirectly the same number of Shares of the Issuer by virtue of its membership in Hercules Holding II, LLC. See the Form 3 filed by this fund on April 29, 2008 for more information on its ownership structure.

11. KKR 2006 Fund L.P. directly owns 8,642,157 units of Hercules Holding II, LLC and therefore may be deemed to own indirectly the same number of Shares of the Issuer by virtue of its membership in Hercules Holding II, LLC. See the Form 3 filed by this fund on April 29, 2008 for more information on its ownership structure.

12. The filing of this statement shall not be deemed an admission that, for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the Reporting Person is the beneficial owner of any equity securities covered by this statement.

13. Mr. Michelson, an executive of Kohlberg Kravis Roberts & Co. L.P., is a member of the Issuer's board of directors. Mr. Michelson is also a member ofKKR PEI GP Limited , KKR & Co. L.L.C. and of certain entities that may be deemed to share voting and dispositive power with respect to the Shares held by KKR Partners III, OPERF Co-Investment, L.L.C., KKR Millennium Fund L.P. and KKR 2006 Fund L.P. described above. As a member of the entities listed or described in the preceding sentence, Mr. Michelson may be deemed to share voting and dispositive power with respect to the Shares held by the KKR Millennium Fund L.P., KKR 2006 Fund L.P., KKR PEI Investments, L.P., KKR Partners III, L.P. and OPERF Co-Investment LLC. Mr. Michelson disclaims that he is the owner (beneficial or otherwise) of any shares beneficially owned by such entities.

Remarks:

Power of Attorney of Reporting Person (incorporated by reference to Exhibit 24.1 to the Form 3 filed by Michael W. Michelson with respect to HCA Inc. on April 29, 2008).

	/s/ William J. Janetschek by Power of Attorney for Reporting Person	03/17/2009
	** Signature of Reporting Person	Date
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