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^*

YUSPEH ALAN R

(Last)

(First)

(Middle)

ONE PARK PLAZA

(Street)

NASHVILLE

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 & Chief Ethics Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/30/2014

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	07/30/2014		M		17,047	A	$2.8302	41,327	D
Common Stock	07/30/2014		M		73,507	A	$5.3074	114,834	D
Common Stock	07/30/2014		M		63,006	A	$11.3208	177,840	D
Common Stock	07/30/2014		S		153,560	D	$65.7773⁽¹⁾	24,280	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)
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)	$2.8302⁽²⁾	07/30/2014		M			5,527	⁽³⁾	01/27/2015	Common Stock	5,527⁽⁴⁾	$0.00	0	D
Non-Qualified Stock Option (right to buy)	$2.8302⁽²⁾	07/30/2014		M			3,576	⁽³⁾	01/27/2015	Common Stock	3,576⁽⁴⁾	$0.00	0	D
Non-Qualified Stock Option (right to buy)	$2.8302⁽²⁾	07/30/2014		M			1,243	⁽³⁾	01/27/2015	Common Stock	1,243⁽⁴⁾	$0.00	0	D
Non-Qualified Stock Option (right to buy)	$2.8302⁽²⁾	07/30/2014		M			1,031	⁽³⁾	01/26/2016	Common Stock	1,031⁽⁴⁾	$0.00	0	D
Non-Qualified Stock Option (right to buy)	$2.8302⁽²⁾	07/30/2014		M			4,374	⁽³⁾	01/26/2016	Common Stock	4,374⁽⁴⁾	$0.00	0	D
Non-Qualified Stock Option (right to buy)	$2.8302⁽²⁾	07/30/2014		M			486	⁽³⁾	01/26/2016	Common Stock	486⁽⁴⁾	$0.00	0	D
Non-Qualified Stock Option (right to buy)	$2.8302⁽²⁾	07/30/2014		M			810	⁽³⁾	01/26/2016	Common Stock	810⁽⁴⁾	$0.00	0	D
Non-Qualified Stock Option (right to buy)	$5.3074⁽²⁾	07/30/2014		M			52,505	⁽⁵⁾	01/30/2017	Common Stock	52,505⁽⁴⁾	$0.00	0	D
Non-Qualified Stock Option (right to buy)	$5.3074⁽²⁾	07/30/2014		M			21,002	⁽⁶⁾	01/30/2017	Common Stock	21,002⁽⁴⁾	$0.00	0	D
Non-Qualified Stock Option (right to buy)	$11.3208⁽²⁾	07/30/2014		M			31,503	⁽⁷⁾	01/30/2017	Common Stock	31,503⁽⁴⁾	$0.00	0	D
Non-Qualified Stock Option (right to buy)	$11.3208⁽²⁾	07/30/2014		M			31,503	⁽⁸⁾	01/30/2017	Common Stock	31,503⁽⁴⁾	$0.00	0	D

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.38 to $66.30, inclusive. The reporting person undertakes to provide to HCA Holdings, Inc., any security holder of HCA Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

2. 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.

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. 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.

5. On January 30, 2007, the reporting person was granted an option to purchase 52,505 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.

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

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

Remarks:

	/s/ Natalie Harrison Cline, Attorney-in-Fact	08/01/2014
	** 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).
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