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^*

BANK OF AMERICA CORP /DE/

(Last)

(First)

(Middle)

BANK OF AMERICA CORPORATE CENTER

100 N TRYON ST

(Street)

CHARLOTTE

28255

(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
Officer (give title below)	X	Other (specify below)
		Former 10% Owner

3. Date of Earliest Transaction (Month/Day/Year)
11/06/2012

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⁽¹⁾	11/06/2012		S		148,143⁽²⁾⁽³⁾⁽⁴⁾	D	$30.7368⁽⁵⁾	2,652,364⁽⁶⁾⁽⁷⁾	I	See Footnotes⁽⁶⁾⁽⁷⁾

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)

Explanation of Responses:

1. This Form 4 is being filed by Bank of America Corporation ("BAC"), a Delaware corporation and bank holding company registered under the Bank Holding Company Act of 1956, on behalf of itself and certain of its subsidiaries. BAC was an indirect beneficial owner of the shares of common stock of HCA Holdings, Inc. (the "Issuer") held directly or indirectly through certain of its subsidiaries.

2. On November 5, 2012, Hercules Holding II, LLC ("Hercules") made a distribution of shares of the Issuer's common stock to certain of its members in exchange for the pro rata portion of the outstanding membership interests of Hercules held by such members, including a distribution (the "Distribution") of these shares to Merrill Lynch Ventures L.P. 2001 ("ML Ventures LP").

3. Represents shares held by ML Ventures LP. Merrill Lynch Ventures, LLC, is the general partner of ML Ventures LP and a wholly owned subsidiary of Merrill Lynch Group, Inc., which is a wholly owned subsidiary of Merrill Lynch & Co., Inc., which is a wholly owned subsidiary of BAC.

4. In connection with this transaction, BAC has agreed to voluntarily remit appropriate profits, if any, to the Issuer. BAC disclaims that this transaction is matchable against a transaction that is subject to reporting under Section 16(a), or disgorgement under Section 16(b), of the Securities Exchange Act of 1934, as amended (the "Act"), and this report shall not be deemed an admission that those sections apply to such transaction.

5. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.60 to $30.84 per share, inclusive. BAC shall provide to the Securities and Exchange Commission, the Issuer, or any security holder of the Issuer, upon request, full information regarding the number of shares sold at each separate price.

6. Following the Distribution, through ML Ventures LP's membership interest in Hercules, ML Ventures LP beneficially owned 2,652,364 shares of the Issuer's common stock held by Hercules. Pursuant to its right under Hercules' Amended and Restated Limited Liability Company Agreement, dated November 17, 2006 (the "LLC Agreement"), ML Ventures LP thereafter elected to withdraw as a member of Hercules and as a party to the LLC Agreement (the "Withdrawal"). In connection with the Withdrawal, on November 20, 2012, Hercules distributed 2,652,364 shares of the Issuer's common stock on a pro rata basis to ML Ventures LP in exchange for ML Ventures LP's remaining outstanding membership interests of Hercules.

7. (continued from footnote 6) As a result of the Withdrawal, BAC may no longer be deemed to be a member of a group exercising voting and investment control over the shares of the Issuer's common stock held by Hercules and therefore may no longer be deemed to be subject to Section 16 of the Act concerning the securities of the Issuer. Each of BAC and its affiliates declares that neither the filing of this report nor anything herein shall be construed as an admission that such person was, for the purposes of Section 13(d) of the Act or any other purpose, (i) acting (or had agreed to act) with any other person as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any syndicate or group with respect to the Issuer or any securities of the Issuer.

	/s/ Ileana Stone, Authorized Signatory for Bank of America	01/11/2013
	** 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).
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