X0306 5 2016-12-31 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 2016-02-17 5 G 0 24731 0.00 A 1745571.4876 I Held indirectly through Hercules Holding II by The Thomas F. Frist III 2016 Annuity Trust I Common Stock, par value $0.01 per share 9496.54 I Held indirectly through Hercules Holding II by Spouse Common Stock, par value $0.01 per share 732967.8401 I Held indirectly through Hercules Holding II by Thomas F. Frist III 2007 Family Trust Common Stock, par value $0.01 per share 814696.3372 I Held indirectly through Hercules Holding II by The Thomas F. Frist III 2016 Annuity Trust II Common Stock, par value $0.01 per share 664660.6277 I Held indirectly through Hercules Holding II by Thomas F. Frist III 2016 Annuity Trust III Common Stock, par value $0.01 per share 117895.9175 I Held indirectly through Hercules Holding II by The Thomas F. Frist III 2016 Annuity Trust IV Common Stock, par value $0.01 per share 448980.5054 I Held indirectly through Hercules Holding II by Thomas F. Frist III 2015 Annuity Trust I Common Stock, par value $0.01 per share 43824.5688 I Held indirectly through Hercules Holding II by Thomas F. Frist III 2015 Annuity Trust III Common Stock, par value $0.01 per share 28489.62 I Held indirectly through Hercules Holding II by Trusts for Children Common Stock, par value $0.01 per share 36629163.8593 I Held indirectly through Hercules Holding II by Frisco, Inc. Hercules Holding II ("Hercules") holds 68,912,077 shares of the common stock of HCA Holdings, Inc. Hercules is held by a private investor group, including 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. On September 23, 2016, Hercules Holding II, LLC, a Delaware limited liability company, was converted into Hercules Holding II, a Delaware general partnership. The Reporting Person received a gift of 24,731 units of Hercules on February 17, 2016, which were subsequently transferred to The Thomas F. Frist III 2016 Annuity Trust I, of which he serves as trustee. Following receipt of this gift, the Reporting Person may be deemed the beneficial owner of the units of Hercules held by this trust 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 an 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's wife is trustee of The Thomas F. Frist III 2007 Family Trust, and the Reporting Person may be deemed to be the beneficial owner of the units of Hercules held by such trust and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Holdings, Inc. The Reporting Person is trustee of (i) The Thomas F. Frist III 2016 Annuity Trust II, (ii) The Thomas F. Frist III 2016 Annuity Trust III, (iii) The Thomas F. Frist III 2016 Annuity Trust IV, (iv) The Thomas F. Frist III 2015 Annuity Trust I and (v) The Thomas F. Frist III 2015 Annuity Trust III 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 the Reporting Person's 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 2017-02-14