Sec Form 4 Filing - Hall Charles J @ HCA Holdings, Inc. - 2014-02-18

Insider filing report for Changes in Beneficial Ownership
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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
Hall Charles J
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
X __ Officer (give title below) _____ Other (specify below)
Group President
(Last) (First) (Middle)
ONE PARK PLAZA
3. Date of Earliest Transaction (MM/DD/YY)
02/18/2014
(Street)
NASHVILLE, TN37203
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 02/18/2014 M 17,574 A $ 2.8302 28,715 D
Common Stock 02/18/2014 S 17,574 D $ 49.8559 ( 1 ) 11,141 D
Common Stock 02/18/2014 M 84,009 A $ 5.3074 95,150 D
Common Stock 02/18/2014 S 84,009 D $ 50 11,141 D
Common Stock 02/19/2014 M 84,013 A $ 5.3074 95,154 D
Common Stock 02/19/2014 S 84,013 D $ 49.85 11,141 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
Non-Qualified Stock Option (right to buy) $ 2.8302 02/18/2014 M 5,527 ( 2 ) 01/27/2015 Common Stock 5,527 $ 0 0 D
Non-Qualified Stock Option (right to buy) $ 2.8302 02/18/2014 M 1,243 ( 2 ) 01/27/2015 Common Stock 1,243 $ 0 0 D
Non-Qualified Stock Option (right to buy) $ 2.8302 02/18/2014 M 3,576 ( 2 ) 01/27/2015 Common Stock 3,576 $ 0 0 D
Non-Qualified Stock Option (right to buy) $ 2.8302 02/18/2014 M 522 ( 2 ) 01/26/2016 Common Stock 522 $ 0 0 D
Non-Qualified Stock Option (right to buy) $ 2.8302 02/18/2014 M 873 ( 2 ) 01/26/2016 Common Stock 873 $ 0 0 D
Non-Qualified Stock Option (right to buy) $ 2.8302 02/18/2014 M 4,721 ( 2 ) 01/26/2016 Common Stock 4,721 $ 0 0 D
Non-Qualified Stock Option (right to buy) $ 2.8302 02/18/2014 M 1,112 ( 2 ) 01/26/2016 Common Stock 1,112 $ 0 0 D
Non-Qualified Stock Option (right to buy) $ 5.3074 02/18/2014 M 84,009 ( 3 ) 01/30/2017 Common Stock 84,009 $ 0 0 D
Non-Qualified Stock Option (right to buy) $ 5.3074 02/19/2014 M 84,013 ( 4 ) 01/30/2017 Common Stock 84,013 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hall Charles J
ONE PARK PLAZA
NASHVILLE, TN37203
Group President
Signatures
/s/ Natalie Harrison Cline, Attorney-in-Fact 02/20/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $49.85 to $49.89, inclusive. The reporting person undertakes to provide to HCA Holdings, Inc., any security holder of HCA Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 2 )Immediately before the effective time of the merger of Hercules Acquisition Corporation with and into HCA Inc. on November 17, 2006, pursuant to the Merger Agreement dated July 24, 2006 among Hercules Holding II, LLC, Hercules Acquisition Corporation and HCA Inc., all unvested options became fully vested and immediately exercisable.
( 3 )The option vested in equal increments at the end of fiscal years 2010 and 2011 based upon the achievement of certain annual EBITDA performance targets.
( 4 )The option vested in two equal annual installments beginning on January 30, 2011.

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