X0306 5 2016-12-31 0 0 0 0000860730 HCA Holdings, Inc. HCA 0001433376 Elcan Patricia F 3100 WEST END AVENUE NASHVILLE TN 37203 0 0 1 0 Common Stock, par value $0.01 per share 2016-02-17 5 G 0 24731 0.00 A 29575 I Held indirectly through Hercules Holding II by The Patricia Frist Elcan 2016 Annuity Trust I Common Stock, par value $0.01 per share 2016-02-17 5 G 0 116112 0.00 D 0 I Held indirectly through Hercules Holding II by The Patricia Frist Elcan 2013 Annuity Trust V Common Stock, par value $0.01 per share 2016-02-17 5 G 0 116112 0.00 A 817026.9294 I Held indirectly by GRATs Common Stock, par value $0.01 per share 2016-05-24 5 G 0 235971.0894 0.00 D 0 I Held indirectly through Hercules Holding II by The Patricia Frist Elcan 2014 Annuity Trust III Common Stock, par value $0.01 per share 2016-05-24 5 G 0 235971.0894 0.00 A 1052998.0188 I Held indirectly by GRATs Common Stock, par value $0.01 per share 2016-11-17 5 G 0 8922.5988 0.00 D 0 I Held indirectly through Hercules Holding II by The Patricia Frist Elcan 2014 Annuity Trust VI Common Stock, par value $0.01 per share 2016-11-17 5 G 0 8922.5988 0.00 A 1061920.6176 I Held indirectly by GRATs Common Stock, par value $0.01 per share 41052 D Common Stock, par value $0.01 per share 776573.9641 I Held indirectly through Hercules Holding II Common Stock, par value $0.01 per share 996767.289 I Held indirectly by spouse and children Common Stock, par value $0.01 per share 356360.5002 I Held indirectly by The Patricia Frist Elcan 2015 Annuity Trust I Common Stock, par value $0.01 per share 563858.571 I Held indirectly through Hercules Holding II by The Patricia Frist Elcan 2015 Annuity Trust II Common Stock, par value $0.01 per share 461046.2045 I Held indirectly by Patricia F. Elcan Grat III Trust II Common Stock, par value $0.01 per share 237863.9997 I Held indirectly by Patricia F. Elcan Grat II Trust I Common Stock, par value $0.01 per share 439142.8945 I Held indirectly by Elcan Investment Partnership Common Stock, par value $0.01 per share 169207.7998 I Held indirectly by Elcan Children's Trust Common Stock, par value $0.01 per share 922534.9574 I Held indirectly through Hercules Holding II by The Patricia Frist Elcan 2014 Annuity Trust II Common Stock, par value $0.01 per share 851520 I Held indirectly through Hercules Holding II by The Patricia Frist Elcan 2016 Annuity Trust III Common Stock, par value $0.01 per share 423585.0893 I Held indirectly through Hercules Holding II by The Patricia Frist Elcan 2014 Annuity Trust IV Common Stock, par value $0.01 per share 56503 I Held indirectly through Hercules Holding II by The Patricia Frist Elcan 2014 Annuity Trust V Common Stock, par value $0.01 per share 226751 I Held indirectly through Hercules Holding II by The Patricia Frist Elcan 2016 Annuity Trust IV Common Stock, par value $0.01 per share 129656 I Held indirectly through Hercules Holding II by The Patricia Frist Elcan 2015 Annuity Trust III Common Stock, par value $0.01 per share 312632 I Held indirectly through Hercules Holding II by The Patricia Frist Elcan 2016 Annuity Trust VI 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 her 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 Patricia Frist Elcan 2016 Annuity Trust I, of which she 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. On February 17, 2016, The Patricia Frist Elcan 2013 Annuity Trust V transferred an aggregate of 116,112 units of Hercules to three trusts for the benefit of the Reporting Person's children. The Reporting Person is trustee of The Patricia Frist Elcan 2013 Annuity Trust V, and the Reporting Person's husband is trustee of the three trusts for the benefit of the Reporting Person's children. The Reporting Person may therefore 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 is the trustee of three grantor retained annuity trusts for the benefit of her children, and the Reporting Person's husband is the trustee of six grantor retained annuity trusts for the benefit of the Reporting Person's children. The Reporting Person may, accordingly, be deemed to be the beneficial owner of the aggregate of 35,190 shares of common stock of HCA Holdings, Inc. held by such trusts. In addition, the Reporting Person may be deemed to be the beneficial owner of the 1,026,730.6176 units of Hercules held by such trusts and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Holdings, Inc. On May 24, 2016, The Patricia Frist Elcan 2014 Annuity Trust III transferred an aggregate of 235,971.0894 units of Hercules to three trusts for the benefit of the Reporting Person's children. The Reporting Person is trustee of The Patricia Frist Elcan 2014 Annuity Trust III, and the Reporting Person's husband is trustee of the three trusts for the benefit of the Reporting Person's children. The Reporting Person may therefore 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. On November 17, 2016, The Patricia Frist Elcan 2014 Annuity Trust VI transferred an aggregate of 8,922.5988 units of Hercules to three trusts for the benefit of the Reporting Person's children. The Reporting Person is trustee of The Patricia Frist Elcan 2014 Annuity Trust VI, and the Reporting Person's husband is trustee of the three trusts for the benefit of the Reporting Person's children. The Reporting Person may therefore 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 jointly owns with her husband 41,052 shares of common stock of HCA Holdings, Inc. and 776,573.9641 units of Hercules and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Holdings, Inc. by virtue of her ownership in Hercules. The Reporting Person may be deemed to have indirect beneficial ownership in respect of 34,951 shares of common stock of HCA Holdings, Inc. through an indirect pecuniary interest in such shares held by her husband and children. In addition, the Reporting Person may be deemed to have indirect beneficial ownership in respect of 961,816.289 units of Hercules, through an indirect pecuniary interest in such units held by her husband and children, 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 the Patricia Frist Elcan 2015 Annuity Trust I and may be deemed to be the beneficial owner of the 15,941 shares of common stock of HCA Holdings, Inc. held by such trust. The Reporting Person may also be deemed to be the beneficial owner of the 340,419.5002 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's husband is the trustee of the Patricia F. Elcan Grat III Trust II, and the Reporting Person may therefore be deemed to be the beneficial owner of the 23,148 shares of common stock of HCA Holdings, Inc. held by such trust. The Reporting Person may also be deemed to be the beneficial owner of the 437,898.2045 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's husband is the trustee of the Patricia F. Elcan Grat II Trust I, and the Reporting Person may therefore be deemed to be the beneficial owner of the 11,943 shares of common stock of HCA Holdings, Inc. held by such trust. The Reporting Person may also be deemed to be the beneficial owner of the 225,920.9997 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 may me deemed to be the beneficial owner of the 22,049 shares of common stock of HCA Holdings, Inc. held by Elcan Investment Partnership. The Reporting Person may also be deemed to be the beneficial owner of the 417,093.8945 units of Hercules held by Elcan Investment Partnership and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Holdings, Inc. The Reporting Person's husband is the trustee of the Elcan Children's Trust, and the Reporting Person may therefore be deemed to be the beneficial owner of the 8,495 shares of common stock of HCA Holdings, Inc. held by such trust. The Reporting Person may also be deemed to be the beneficial owner of the 160,712.7998 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 the trustee of (i) The Patricia Frist Elcan 2015 Annuity Trust II, (ii) The Patricia Frist Elcan 2014 Annuity Trust II, (iii) The Patricia Frist Elcan 2014 Annuity Trust IV, (iv) The Patricia Frist Elcan 2014 Annuity Trust V, (v) The Patricia Frist Elcan 2016 Annuity Trust IV, (vi) The Patricia Frist Elcan 2015 Annuity Trust III, (vii) The Patricia Frist Elcan 2016 Annuity Trust III and (viii) The Patricia Frist Elcan 2016 Annuity Trust VI 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 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 her 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