Sec Form 4 Filing - Perlin Jonathan B @ HCA Healthcare, Inc. - 2018-01-31

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
Perlin Jonathan B
2. Issuer Name and Ticker or Trading Symbol
HCA Healthcare, Inc. [ HCA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Pres-Clinical Services & CMO
(Last) (First) (Middle)
ONE PARK PLAZA
3. Date of Earliest Transaction (MM/DD/YY)
01/31/2018
(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 01/31/2018 M 27,594 A $ 5.9821 76,712.6115 D
Common Stock 01/31/2018 M 16,554 A $ 6.4772 93,266.6115 D
Common Stock 01/31/2018 M 5,518 A $ 10.9168 98,784.6115 D
Common Stock 01/31/2018 M 5,518 A $ 15.9112 104,302.6115 D
Common Stock 01/31/2018 S 23,005 D $ 101.5532 ( 1 ) 81,297.6115 D
Common Stock 913 I By 2011 GRAT, Reporting Person Trustee
Common Stock 3,846 I By 2012 GRAT, Reporting Person Trustee
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warra nts, 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) $ 5.9821 ( 2 ) 01/31/2018 M 16,556 ( 3 ) 08/27/2019 Common Stock 16,556 ( 4 ) $ 0 0 D
Non-Qualified Stock Option (right to buy) $ 5.9821 ( 2 ) 01/31/2018 M 11,038 ( 5 ) 08/27/2019 Common Stock 11,038 ( 4 ) $ 0 0 D
Non-Qualified Stock Option (right to buy) $ 6.4772 ( 2 ) 01/31/2018 M 5,518 08/27/2011 08/27/2019 Common Stock 5,518 ( 4 ) $ 0 0 D
Non-Qualified Stock Option (right to buy) $ 6.4772 ( 2 ) 01/31/2018 M 11,036 ( 6 ) 08/27/2019 Common Stock 11,036 ( 4 ) $ 0 0 D
Non-Qualified Stock Option (right to buy) $ 10.9168 ( 2 ) 01/31/2018 M 5,518 08/27/2010 08/27/2019 Common Stock 5,518 ( 4 ) $ 0 0 D
Non-Qualified Stock Option (right to buy) $ 15.9112 ( 2 ) 01/31/2018 M 5,518 ( 7 ) 08/27/2019 Common Stock 5,518 ( 4 ) $ 0 0 D
Stock Appreciation Right $ 101.16 01/31/2018 A 32,020 01/31/2019( 8 ) 01/31/2028 Common Stock 32,020 $ 0 32,020 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Perlin Jonathan B
ONE PARK PLAZA
NASHVILLE, TN37203
Pres-Clinical Services & CMO
Signatures
/s/ Natalie Harrison Cline, Attorney-in-Fact 02/02/2018
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 mu ltiple transactions at prices ranging from $101.35 to $101.80, inclusive. The reporting person undertakes to provide to HCA Healthcare, Inc., any security holder of HCA Healthcare, 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 )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 was scheduled to vest in three equal annual installments beginning on August 27, 2012. A change in control of the Issuer occurred effective November 1, 2013, resulting in the accelerated vesting of the option as to the shares that remained unvested.
( 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 )The option vested in equal increments (i) at the end of fiscal year 2012 upon the achievement of certain annual EBITDA performance targets and (ii) upon a change in control (as defined in the 2006 Stock Incentive Plan for Key Employees of HCA Holdings, Inc. and its Affiliates as Amended and Restated) of the Issuer which occurred effective November 1, 2013.
( 6 )The option vested at the end of fiscal years 2010 and 2011 based upon the achievement of certain annual EBITDA performance targets.
( 7 )The option vested at the end of fiscal year 2009 based upon the achievement of certain annual EBITDA performance targets.
( 8 )The stock appreciation rights vest in four equal annual installments beginning on January 31, 2019.

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