Sec Form 4 Filing - CONNAUGHTON JOHN @ HCA Holdings, Inc. - 2013-11-01

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
CONNAUGHTON JOHN
2. Issuer Name and Ticker or Trading Symbol
HCA Holdings, Inc. [ HCA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O BAIN CAPITAL PARTNERS, LLC, JOHN HANCOCK TOWER, 200 CLARENDON ST
3. Date of Earliest Transaction (MM/DD/YY)
11/01/2013
(Street)
BOSTON, MA02116
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 $0.01 11/01/2013 S 14,580,887 D $ 46.92 ( 1 ) 35,331,374 I See Footnotes ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 )
Common Stock, Par Value $0.01 11/01/2013 D 5,328,218 D $ 46.92 ( 2 ) 30,003,156 I See Footnotes ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 )
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
CONNAUGHTON JOHN
C/O BAIN CAPITAL PARTNERS, LLC
JOHN HANCOCK TOWER, 200 CLARENDON ST
BOSTON, MA02116
X
Signatures
/s/ John Connaughton 11/05/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents shares of Common Stock of HCA sold in an underwritten secondary offering (the "Offering").
( 2 )Represents share of Common Stock of HCA repurchased (the "Repurchase") by HCA Holdings, Inc.
( 3 )The shares of HCA Holdings, Inc. ("HCA") reported on this Form 4 are held of record by Hercules Holding II, LLC ("Hercules II"). Hercules II is held by a private investor group, including affiliates of Bain Capital Investors, LLC ("BCI"), Kohlberg Kravis & Roberts & Co. LLC and Merrill Lynch Global Private Equity, and affiliates of HCA founder Dr. Thomas F. Frist, Jr. Affiliates of BCI indirectly own 30,003,156 shares of Common Stock of HCA.
( 4 )BCI is the administrative member Bain Capital Integral Investors 2006, LLC ("Integral 2006"). On November 1, 2013, Integral 2006 sold 13,520,432 shares of Common Stock of HCA in the Offering and 4,951,529 shares of Common Stock of HCA in the Repurchase. Following such sales, Integral 2006 held 27,882,022 shares of Common Stock of HCA. BCI may be deemed to share voting and dispositive power with respect to the 27,882,022 shares of Common Stock of HCA indirectly owned by Integral 2006 by virtue of its membership in Hercules II.
( 5 )BCI is the administrative member of BCIP TCV, LLC ("BCIP TCV"). On November 1, 2013, BCIP TCV sold 100,544 shares of Common Stock of HCA in the Offering and 35,715 shares of Common Stock of HCA in the Repurchase. Following such sales, BCIP TCV owned 201,109 shares of Common Stock of HCA. BCI may be deemed to share voting and dispositive power with respect to the 201,109 shares of Common Stock of HCA indirectly owned by BCIP TCV by virtue of its membership in Hercules II.
( 6 )BCI is the administrative member of Bain Capital Hercules Investors, LLC ("Hercules Investors" together with BCI, Integral 2006 and BCIP TCV, the "Bain Entities"). On November 1, 2013, Hercules Investors sold 959,911 share of Common Stock of HCA in the Offering and 9,920,024 shares of Common Stock of HCA in the Repurchase. Following such sales, Hercules Investors held 1,920,024 shares of Common Stock of HCA. BCI may be deemed to share voting and dispositive power with respect to 1,920,024 shares of Common Stock of HCA indirectly owned by Hercules Investors by virtue of its membership in Hercules II.
( 7 )The governance, investment strategy and decision making process with respect to the investments held by the Bain Entities is directed by BCI's Global Private Equity Board ("GPEB"). Mr. John Connaughton is a Managing Director of BCI and a member of GPEB. By virtue of the relationships described in these footnotes, Mr. Connaughton may be deemed to share voting and dispositive power with respect to the 128,918,383 shares of Common Stock of HCA held by Hercules II. Mr. Connaughton disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein.

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