Sec Form 4 Filing - HAZEN SAMUEL N @ HCA Holdings, Inc. - 2015-04-15

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 HAZEN SAMUEL N 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) COO (Last) (First) (Middle) ONE PARK PLAZA 3. Date of Earliest Transaction (MM/DD/YY) 04/15/2015 (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 04/15/2015 M( 1 ) 180,000 A $ 5.3074 211,591 D Common Stock 04/15/2015 S( 1 ) 180,000 D $ 80 31,591 D Common Stock 04/15/2015 M( 1 ) 180,000 A $ 11.3208 211,591 D Common Stock 04/15/2015 F( 1 ) 90,442 D $ 79.24 121,149 D Common Stock 180,000 I By LLC Common Stock 150,000 I By 2015 GRAT (Reporting Person, Trustee) Common Stock 170,752 I By Trust (Spouse, Trustee)

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) $ 5.3074 ( 2 ) 04/15/2015 M( 1 ) 24,015 ( 3 ) 01/30/2017 Common Stock 24,015 ( 4 ) $ 0 0 D Non-Qualified Stock Option (right to buy) $ 5.3074 ( 2 ) 04/15/2015 M( 1 ) 59,975 ( 5 ) 01/30/2017 Common Stock 59,975 ( 4 ) $ 0 0 D Non-Qualified Stock Option (right to buy) $ 5.3074 ( 2 ) 04/15/2015 M( 1 ) 96,010 ( 6 ) 01/30/2017 Common Stock 96,010 ( 4 ) $ 0 0 D Non-Qualified Stock Option (right to buy) $ 11.3208 ( 2 ) 04/15/2015 M( 1 ) 144,015 ( 7 ) 01/30/2017 Common Stock 144,015 ( 4 ) $ 0 0 D Non-Qualified Stock Option (right to buy) $ 11.3208 ( 2 ) 04/15/2015 M( 1 ) 35,985 ( 8 ) 01/30/2017 Common Stock 35,985 ( 4 ) $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HAZEN SAMUEL N ONE PARK PLAZA NASHVILLE, TN37203 COO Signatures /s/ Natalie Harrison Cline, Attorney-in-Fact 04/17/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The option exercises and sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 19, 2014. ( 2 )Exercise Price was adjusted to reflect a 4.505 to 1 stock split that occurred with respect to the Issuer's common stock effective March 9, 2011. ( 3 )The option vested in two equal annual installments beginning on January 30, 2011. ( 4 )Shares have been adjusted to reflect a 4.505 to 1 stock split that occurred with respect to the Issuer's common stock effective March 9, 2011. ( 5 )On January 30, 2007, the reporting person was granted an option to purchase 240,026 shares of common stock, which vest upon achievement of certain predetermined investment return targets. 1/3 of the option vested as a result of the achievement of certain specified investment return targets as of the closing of the initial public offering of the Issuer's securities on March 15, 2011, 1/3 of the option vested as a result of the achievement of certain specified investment return targets as of December 31, 2011 and 1/3 of the option vested as a result of the achievement of certain specified investment return targets as of December 31, 2012. ( 6 )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. ( 7 )The option vested in three equal annual installments beginning on January 30, 2008. ( 8 )The option vested in equal increments at the end of fiscal years 2007, 2008 and 2009 based upon the achievement of certain annual EBITDA performance targets.

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