| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
HCA Holdings, Inc. [ HCA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/15/2013 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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, par value $0.01 per share | 02/15/2013 | S | 9,517,514(1) | D | $35.87(1) | 20,055,873.1(1) | I | Held though Hercules Holding II, LLC and KKR Millennium Fund L.P.(2)(3)(9)(10)(11) | ||
| Common Stock, par value $0.01 per share | 02/15/2013 | S | 8,831,251(1) | D | $35.87(1) | 18,609,739.2(1) | I | Held though Hercules Holding II, LLC and KKR 2006 Fund L.P.(2)(4)(9)(10)(11) | ||
| Common Stock, par value $0.01 per share | 02/15/2013 | S | 4,036,298(1) | D | $35.87(1) | 8,505,526.9(1) | I | Held though Hercules Holding II, LLC and KKR PEI investments, L.P.(2)(5)(9)(10)(11) | ||
| Common Stock, par value $0.01 per share | 02/15/2013 | S | 326,400(1) | D | $35.87(1) | 687,808.6(1) | I | Held though Hercules Holding II, LLC and KKR Partners III, L.P.(2)(6)(10)(11) | ||
| Common Stock, par value $0.01 per share | 02/15/2013 | S | 200,368(1) | D | $35.87(1) | 422,227.4(1) | I | Held though Hercules Holding II, LLC and OPERF Co-Investment LLC(2)(7)(9)(10)(11) | ||
| Common Stock, par value $0.01 per share | 02/15/2013 | S | 972,920(1) | D | $35.87(1) | 2,050,195.4(1) | I | Held though Hercules Holding II, LLC and 8 North America Investor, L.P.(2)(8)(9)(10)(11) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. In connection with the secondary offering (the "Secondary Offering") of common stock, par value $0.01 per share (the "Common Stock"), of HCA Holdings, Inc. (the "Company") by certain selling shareholders to Citigroup Global Markets Inc. and Barclays Capital Inc. pursuant to an underwriting agreement (the "Underwriting Agreement") and final prospectus supplement, each dated February 11, 2013, Hercules Holding II, LLC, as a selling shareholder, sold 49,691,767 shares of Common Stock of the Company at $35.87 per share. The Secondary Offering closed on February 15, 2013. |
| 2. Following the sale of shares of Common Stock reported herein, Hercules Holding II, LLC directly holds 174,275,052 shares of Common Stock, including all of the shares of Common Stock reported herein. The membership interests of Hercules Holding II, LLC are held by a private investor group, including affiliates of Bain Capital Partners, LLC, Kohlberg Kravis Roberts & Co. L.P. and Company founder Dr. Thomas F. Frist, Jr. |
| 3. KKR Millennium Fund may be deemed to indirectly beneficially own all of these shares by virtue of the membership interests it holds in Hercules Holdings II, LLC. The sole general partner of the KKR Millennium Fund is KKR Associates Millennium L.P., and KKR Millennium GP LLC is the sole general partner of KKR Associates Millennium L.P. The designated member of KKR Millennium GP LLC is KKR Fund Holdings L.P. |
| 4. KKR 2006 Fund L.P. may be deemed to indirectly beneficially own these shares of Common Stock by virtue of the membership interests it holds in Hercules Holdings II, LLC. The sole general partner of the KKR 2006 Fund L.P. is KKR Associates 2006 L.P., and the sole general partner of KKR Associates 2006 L.P. is KKR 2006 GP LLC. The designated member of KKR 2006 GP LLC is KKR Fund Holdings L.P. |
| 5. KKR PEI Investments, L.P. may be deemed to indirectly beneficially own these shares of Common Stock by virtue of the membership interests it holds in Hercules Holdings II, LLC. The sole general partner of KKR PEI Investments, L.P. is KKR PEI Associates, L.P., and the sole general partner of KKR PEI Associates, L.P. is KKR PEI GP Limited. The sole shareholder of KKR PEI GP Limited is KKR Fund Holdings L.P. |
| 6. KKR Partners III, L.P. may be deemed to indirectly beneficially own these shares of Common Stock by virtue of the membership interests it holds in Hercules Holdings II, LLC. The sole general partner of KKR Partners III, L.P. is KKR III GP LLC. The managers of KKR III GP LLC are Messrs. Henry R. Kravis and George R. Roberts. |
| 7. OPERF Co-Investment may be deemed to indirectly beneficially own these shares of Common Stock by virtue of the membership interests it holds in Hercules Holdings II, LLC. The sole general manager of OPERF Co-Investment is KKR Associates 2006 L.P, and the sole general partner of KKR Associates 2006 L.P. is KKR 2006 GP LLC. The designated member of KKR 2006 GP LLC is KKR Fund Holdings L.P. |
| 8. 8 North America Investor L.P. may be deemed to indirectly beneficially own these shares of Common Stock by virtue of the membership interests it holds in Hercules Holdings II, LLC. The sole general partner of 8 North America Investor L.P. is KKR Associates 8 NA L.P., and the sole general partner of KKR Associates 8 NA L.P. is KKR 8 NA Limited. The sole shareholder of KKR 8 NA Limited is KKR Fund Holdings L.P. |
| 9. The general partners of KKR Fund Holdings L.P. are KKR Fund Holdings GP Limited and KKR Group Holdings L.P. The sole shareholder of KKR Fund Holdings GP Limited is KKR Group Holdings L.P. The sole general partner of KKR Group Holdings L.P. is KKR Group Limited. The sole shareholder of KKR Group Limited is KKR & Co. L.P. The sole general partner of KKR & Co. L.P. is KKR Management LLC. The designated members of KKR Management LLC are Henry R. Kravis and George R. Roberts. |
| 10. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein. |
| 11. Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, KKR PEI Investments, L.P., KKR PEI Associates, L.P., KKR PEI GP Limited, 8 North America Investor L.P., KKR Associates 8 NA L.P., KKR 8 NA Limited, KKR Fund Holdings GP Limited, KKR Group Holdings L.P., KKR Group Limited, KKR & Co. L.P., KKR Management LLC and Messrs. Henry R. Kravis and George R. Roberts have made a separate Form 4 filing. |
| Remarks: |
| (12) Mr. Kreider is signing in his capacity as attorney-in-fact for KKR Millennium Fund L.P. (13) Mr. Kreider is signing in his capacity as attorney-in-fact for KKR Associates Millennium L.P. (14) Mr. Kreider is signing in his capacity as attorney-in-fact for KKR Millennium GP LLC. (15) Mr. Kreider is signing in his capacity as attorney-in-fact for KKR 2006 Fund L.P. (16) Mr. Kreider is signing in his capacity as attorney-in-fact for KKR Associates 2006 L.P. (17) Mr. Kreider is signing in his capacity as attorney-in-fact for KKR 2006 GP LLC. (18) Mr. Kreider is signing in his capacity as attorney-in-fact for OPERF Co-Investment LLC. (19) Mr. Kreider is signing in his capacity as attorney-in-fact for KKR Partners III, L.P. (20) Mr. Kreider is signing in his capacity as attorney-in-fact for KKR III GP LLC. (21) Mr. Kreider is signing in his capacity as attorney-in-fact for William J. Janetschek, director of KKR Fund Holdings GP Limited, general partner of KKR Fund Holdings L.P. |
| /s/ Richard J. Kreider, KKR Millennium Fund L.P.(12) | 02/20/2013 | |
| /s/ Richard J. Kreider, KKR Associates Millennium L.P.(13) | 02/20/2013 | |
| /s/ Richard J. Kreider, KKR Millennium GP LLC(14) | 02/20/2013 | |
| /s/ Richard J. Kreider, KKR 2006 Fund L.P.(15) | 02/20/2013 | |
| /s/ Richard J. Kreider, KKR Associates 2006 L.P.(16) | 02/20/2013 | |
| /s/ Richard J. Kreider, KKR 2006 GP LLC(17) | 02/20/2013 | |
| /s/ Richard J. Kreider, OPERF Co-Investment LLC(18) | 02/20/2013 | |
| /s/ Richard J. Kreider, KKR Partners III, L.P.(19) | 02/20/2013 | |
| /s/ Richard J. Kreider, KKR III GP LLC(20) | 02/20/2013 | |
| /s/ Richard J. Kreider, KKR Fund Holdings L.P.(21) | 02/20/2013 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||