Sec Form 4 Filing - RUTHERFORD BILL B @ HCA Healthcare, Inc. - 2018-01-31

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 RUTHERFORD BILL 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) CFO and EVP (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 02/01/2018 M 9,832 A $ 5.3385 41,269 D Common Stock 02/01/2018 M 27,594 A $ 5.9821 68,863 D Common Stock 02/01/2018 M 16,554 A $ 6.4772 85,417 D Common Stock 02/01/2018 M 9,829 A $ 7.4739 95,426 D Common Stock 02/01/2018 M 5,518 A $ 10.9168 100,764 D Common Stock 02/01/2018 M 9,829 A $ 11.3585 110,593 D Common Stock 02/01/2018 M 5,518 A $ 15.9112 116,111 D Common Stock 02/01/2018 F 14,976 D $ 102.24 101,135 D Common Stock 02/01/2018 S 24,700 D $ 101.9831 ( 1 ) 76,435 D Common Stock 02/01/2018 S 23,762 D $ 102.8726 ( 2 ) 52,673 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 Stock Appreciation Right $ 101.16 01/31/2018 A 70,900 01/31/2019( 3 ) 01/31/2028 Common Stock 70,900 $ 0 70,900 D Non-Qualified Stock Option (right to buy) $ 5.3385 ( 4 ) 02/01/2018 M 9,832 ( 5 ) 02/25/2019 Common Stock 9,832 ( 6 ) $ 0 0 D Non-Qualified Stock Option (right to buy) $ 5.9821 ( 4 ) 02/01/2018 M 16,556 ( 7 ) 08/27/2019 Common Stock 16,556 ( 6 ) $ 0 0 D Non-Qualified Stock Option (right to buy) $ 5.9821 ( 4 ) 02/01/2018 M 11,038 ( 8 ) 08/27/2019 Common Stock 11,038 ( 6 ) $ 0 0 D Non-Qualified Stock Option (right to buy) $ 6.4772 ( 4 ) 02/01/2018 M 5,518 08/27/2011 08/27/2019 Common Stock 5,518 ( 6 ) $ 0 0 D Non-Qualified Stock Option (right to buy) $ 6.4772 ( 4 ) 02/01/2018 M 11,036 ( 9 ) 08/27/2019 Common Stock 11,036 ( 6 ) $ 0 0 D Non-Qualified Stock Option (right to buy) $ 7.4739 ( 4 ) 02/01/2018 M 9,829 02/25/2012 02/25/2019 Common Stock 9,829 ( 6 ) $ 0 0 D Non-Qualified Stock Option (right to buy) $ 10.9168 ( 4 ) 02/01/2018 M 5,518 08/27/2010 08/27/2019 Common Stock 5,518 ( 6 ) $ 0 0 D Non-Qualified Stock Option (right to buy) $ 11.3585 ( 4 ) 02/01/2018 M 9,829 ( 10 ) 02/25/2019 Common Stock 9,829 ( 6 ) $ 0 0 D Non-Qualified Stock Option (right to buy) $ 15.9112 ( 4 ) 02/01/2018 M 5,518 ( 11 ) 08/27/2019 Common Stock 5,518 ( 6 ) $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other RUTHERFORD BILL B ONE PARK PLAZA NASHVILLE, TN37203 CFO and EVP Signatures /s/ Kevin A. Ball, 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 multiple transactions at prices ranging from $101.58 to $102.55, 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 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $102.57 to $103.19, 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. ( 3 )The stock appreciation rights vest in four equal annual installments beginning on January 31, 2019. ( 4 )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. ( 5 )On February 25, 2009, the reporting person was granted an option to purchase 29,494 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 )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. ( 7 )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. ( 8 )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. ( 9 )The option vested at the end of fiscal years 2010 and 2011 based upon the achievement of certain annual EBITDA performance targets. ( 10 )The option vested at the end of fiscal year 2012 based upon the achievement of certain annual EBITDA performance targets. ( 11 )The option vested at the end of fiscal year 2009 based upon the achievement of certain annual EBITDA performance targets.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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