X0306 5 2014-12-31 0 0 0 0000860730 HCA Holdings, Inc. HCA 0001223892 FRIST THOMAS F III 3100 WEST END AVENUE NASHVILLE TN 37203 1 0 1 0 Common Stock, par value $0.01 per share 2014-02-25 5 G 0 965312.9574 0.00 A 1298338.4974 I Held indirectly through Hercules Holding II, LLC by Thomas F. Frist III 2014 Annuity Trust I Common Stock, par value $0.01 per share 2014-05-19 5 G 0 2155327.3333 0.00 A 2155327.3333 I Held indirectly through Hercules Holding II, LLC by Thomas F. Frist III 2014 Annuity Trust II Common Stock, par value $0.01 per share 2014-11-17 5 G 0 172883.5988 0.00 A 172883.5988 I Held indirectly through Hercules Holding II, LLC by Thomas F. Frist III 2014 Annuity Trust III Common Stock, par value $0.01 per share 9496.54 I Held indirectly through Hercules Holding II, LLC by Julie D. Frist Common Stock, par value $0.01 per share 251424.0497 I Held indirectly through Hercules Holding II, LLC by Thomas F. Frist III 2010 GRAT Common Stock, par value $0.01 per share 250170 I Held indirectly through Hercules Holding II, LLC by Thomas F. Frist III 2013 Annuity Trust I Common Stock, par value $0.01 per share 28489.62 I Held indirectly through Hercules Holding II, LLC by Trusts for Children Common Stock, par value $0.01 per share 36629163.8593 I Held indirectly through Hercules Holding II, LLC by Frisco, Inc. Hercules Holding II, LLC ("Hercules") holds 91,750,834 shares of the common stock of HCA Holdings, Inc. Hercules has issued one unit per share of HCA Holdings, Inc. that it owns directly. Hercules is held by a private investor group, including affiliates of Bain Capital Investors, LLC, Kohlberg Kravis Roberts & Co. L.P. and affiliates of HCA Inc. founder Dr. Thomas F. Frist, Jr. The Reporting Person may be deemed to be a member of a group exercising voting and investment control over the shares of common stock of HCA Holdings, Inc. held by Hercules. However, the Reporting Person disclaims membership in any such group and disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein. The Reporting Person received gifts of 965,312.9574, 2,155,327.3333 and 172,883.5988 units of Hercules on February 25, 2014, May 19, 2014 and November 17, 2014, respectively, which were subsequently transferred to Thomas F. Frist III 2014 Annuity Trust I, Thomas F. Frist III 2014 Annuity Trust II and Thomas F. Frist III 2014 Annuity Trust III, respectively, each of which he serves as trustee. Following receipt of these gifts, the Reporting Person may be deemed the beneficial owner of the units of Hercules held by these trusts, and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Holdings, Inc. The Reporting Person may be deemed to have in indirect beneficial ownership in respect of 9,496.54 units of Hercules through an indirect pecuniary interest in such units held by his wife and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Holdings, Inc. The Reporting Person is the trustee of (i) Thomas F. Frist III 2010 Grantor Retained Annuity Trust and (ii) Thomas F. Frist III 2013 Annuity Trust I and may be deemed to be the beneficial owner of the units of Hercules held by these trusts, and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Holdings, Inc. The Reporting Person may be deemed to be the beneficial owner of the aggregate 28,489.62 units of Hercules held by certain trusts for the benefit of his children, each of which his sister serves as trustee, and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Holdings, Inc. The Reporting Person may be deemed to share voting and dispositive power with respect to 36,629,163.8593 shares of HCA Holdings, Inc. beneficially owned by Frisco, Inc., by virtue of his position as a director of Frisco, Inc. Frisco, Inc. has beneficial ownership of 36,629,163.8593 units of Hercules, and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Holdings, Inc. /s/ Natalie Harrison Cline, Attorney-in-Fact 2015-02-17