| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
HCA Holdings, Inc. [ HCA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/07/2012 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 06/07/2010 | G | 5,739(1)(2) | D | $0.00 | 15,424 | I | By 2008 GRAT (Reporting Person, Trustee) | ||
| Common Stock | 06/07/2010 | G | 5,739(1)(2) | A | $0.00 | 5,739(1) | I | By MAM Trust (Spouse, Trustee) | ||
| Common Stock | 06/07/2010 | G | 9,685(2)(3) | D | $0.00 | 5,739 | I | By 2008 GRAT (Reporting Person, Trustee) | ||
| Common Stock | 06/07/2010 | G | 9,685(2)(3) | A | $0.00 | 9,685(3) | I | By MRM Trust (Spouse, Trustee) | ||
| Common Stock | 06/07/2010 | G | 5,739(1)(2) | D | $0.00 | 0 | I | By 2008 GRAT (Reporting Person, Trustee) | ||
| Common Stock | 06/07/2010 | G | 5,739(1)(2) | A | $0.00 | 5,739(1) | I | By TCM Trust (Spouse, Trustee) | ||
| Common Stock | 11/07/2012 | M | 202,725 | A | $0.0305 | 221,174 | D | |||
| Common Stock | 11/07/2012 | M | 54,070 | A | $2.8302 | 275,244 | D | |||
| Common Stock | 11/07/2012 | F | 96,594 | D | $33.85 | 178,650 | D | |||
| Common Stock | 55,258 | I | By 2009 GRAT (Spouse, Trustee) | |||||||
| Common Stock | 21,340 | I | By 2010 GRAT (Spouse, Trustee) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Non-Qualified Stock Option (right to buy) | $0.0305(4) | 11/07/2012 | M | 202,725 | 03/16/1989 | 03/16/2014 | Common Stock | 202,725 | $0.00 | 0 | D | ||||
| Non-Qualified Stock Option (right to buy) | $2.8302(4) | 11/07/2012 | M | 7,196 | (5) | 01/29/2014 | Common Stock | 7,196 | $0.00 | 0 | D | ||||
| Non-Qualified Stock Option (right to buy) | $2.8302(4) | 11/07/2012 | M | 46,874 | (5) | 07/22/2014 | Common Stock | 46,874 | $0.00 | 0 | D | ||||
| Explanation of Responses: |
| 1. Due to an administrative error, reporting person inadvertently failed to report the transfer of 5,739 shares to each of two trusts on June 7, 2010. However, these shares have been properly reflected in the reporting person's indirect holdings in reports subsequent to the date of the transactions. |
| 2. Shares have been adjusted to reflect a 4.505 to 1 stock split that occurred with respect to the Issuer's common stock effective March 9, 2011. |
| 3. Due to an administrative error, reporting person inadvertently failed to report the transfer of 9,685 shares to a trust on June 7, 2010. However, these shares have been properly reflected in the reporting person's indirect holdings in reports subsequent to the date of the transaction. |
| 4. Exercise Price was adjusted to reflect a 4.505 to 1 stock split that occurred with respect to the Issuer's common stock effective March 9, 2011. |
| 5. 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. |
| Remarks: |
| /s/ Natalie Harrison Cline, Attorney-in-Fact | 11/09/2012 | |
| ** 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 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||