Sec Form 4 Filing - HERCULES HOLDING II, LLC @ HCA Holdings, Inc. - 2016-05-10

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person HERCULES HOLDING II, LLC 2. Issuer Name and Ticker or Trading Symbol HCA Holdings, Inc. [ HCA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O KOHLBERG KRAVIS ROBERTS &, CO. L.P., 9 WEST 57TH STREET, SUITE 4200 3. Date of Earliest Transaction (MM/DD/YY) 05/10/2016 (Street) NEW YORK, NY10019 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 $.01 per share 05/10/2016 J( 1 ) 9,360,958 ( 1 ) D $ 0 ( 1 ) 74,776,955 ( 2 ) D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HERCULES HOLDING II, LLC C/O KOHLBERG KRAVIS ROBERTS & CO. L.P., 9 WEST 57TH STREET, SUITE 4200 NEW YORK, NY10019 X Signatures /s/ John M. Franck II, by power of attorney for Hercules Holding II, LLC 05/12/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This transaction represents a distribution for no consideration and on a pro rata basis by Hercules Holding II, LLC of 9,360,958 shares of HCA Holdings, Inc.'s common stock, par value $.01 per share ("Common Stock"), to certain entities affiliated with Kohlberg Kravis Roberts & Co. L.P., which shares had previously been indirectly beneficially owned by such entities through their direct ownership in Hercules Holding II, LLC. ( 2 )Following the distribution of the shares of Common Stock reported herein, Hercules Holding II, LLC will directly hold 74,776,955 shares of Common Stock. The membership interests of Hercules Holding II, LLC are held by a private investor group, including certain entities affiliated with Kohlberg Kravis Roberts & Co. L.P. and HCA Holdings, Inc. founder Dr. Thomas F. Frist, Jr. Each of such persons, other than Hercules Holding II, LLC, disclaims membership in any such group and disclaims beneficial ownership of these securities, except to the extent of its pecuniary interest therein.

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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