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*
Vallarino Juan

(Last) (First) (Middle)
ONE PARK PLAZA

(Street)
NASHVILLE TN 37203

(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP- Employer&Payer Engagement
3. Date of Earliest Transaction (Month/Day/Year)
05/16/2013
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)
Code V Amount (A) or (D) Price
Common Stock 05/16/2013 M 16,490 A $2.8302 108,234 D
Common Stock 05/16/2013 M 78,002 A $5.3074 186,236 D
Common Stock 05/16/2013 F 44,350 D $39.49 141,886 D
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (right to buy) $2.8302(1) 05/16/2013 M 9,834 (2) 01/29/2014 Common Stock 9,834 $0.00 0 D
Non-Qualified Stock Option (right to buy) $2.8302(1) 05/16/2013 M 2,207 (3) 01/27/2015 Common Stock 2,207 $0.00 0 D
Non-Qualified Stock Option (right to buy) $2.8302(1) 05/16/2013 M 495 (3) 01/27/2015 Common Stock 495 $0.00 0 D
Non-Qualified Stock Option (right to buy) $2.8302(1) 05/16/2013 M 1,428 (3) 01/27/2015 Common Stock 1,428 $0.00 0 D
Non-Qualified Stock Option (right to buy) $2.8302(1) 05/16/2013 M 306 (3) 01/26/2016 Common Stock 306 $0.00 0 D
Non-Qualified Stock Option (right to buy) $2.8302(1) 05/16/2013 M 1,653 (3) 01/26/2016 Common Stock 1,653 $0.00 0 D
Non-Qualified Stock Option (right to buy) $2.8302(1) 05/16/2013 M 387 (3) 01/26/2016 Common Stock 387 $0.00 0 D
Non-Qualified Stock Option (right to buy) $2.8302(1) 05/16/2013 M 180 (3) 01/26/2016 Common Stock 180 $0.00 0 D
Non-Qualified Stock Option (right to buy) $5.3074(1) 05/16/2013 M 42,000 (4) 01/30/2017 Common Stock 42,000 $0.00 3,004 D
Non-Qualified Stock Option (right to buy) $5.3074(1) 05/16/2013 M 18,001 (5) 01/30/2017 Common Stock 18,001 $0.00 0 D
Non-Qualified Stock Option (right to buy) $5.3074(1) 05/16/2013 M 18,001 (6) 01/30/2017 Common Stock 18,001 $0.00 0 D
Explanation of Responses:
1. 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.
2. 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.
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 45,004 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, 1/3 of the option vested as a result of the achievement of certain specified investment return targets as of December 31, 2011 and 1/3 of the option vested as a result of the achievement of certain specified investment return targets as of December 31, 2012.
5. The option vested in equal increments at the end of fiscal years 2010 and 2011 upon the achievement of certain annual EBITDA performance targets.
6. The option vested in two equal annual installments beginning on January 30, 2011.
Remarks:
/s/ Natalie Harrison Cline, Attorney-in-Fact 05/20/2013
** 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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