Sec Form 4 Filing - Paslick P. Martin @ HCA Holdings, Inc. - 2013-02-08

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Paslick P. Martin 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) SVP and CIO (Last) (First) (Middle) ONE PARK PLAZA 3. Date of Earliest Transaction (MM/DD/YY) 02/08/2013 (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 02/08/2013 F 245 D $ 37.22 42,903 D Common Stock 02/25/2013 A( 1 ) 1,030 A $ 0 43,933 D Common Stock 02/26/2013 A( 2 ) 750 A $ 0 44,683 D Common Stock 02/26/2013 F 199 D $ 35.64 44,484 D Common Stock 02/27/2013 S 25,000 D $ 36.5 19,484 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) $ 5.9821 ( 3 ) 02/26/2013 A 2,252 02/26/2013 08/27/2019 Common Stock 2,252 ( 4 ) $ 0 2,252 ( 5 ) D Stock Appreciation Right $ 22.95 02/26/2013 A 4,375 02/26/2013 02/08/2022 Common Stock 4,375 $ 0 4,375 ( 6 ) D Stock Appreciation Right $ 22.87 02/26/2013 A 9,375 02/26/2013 08/07/2022 Common Stock 9,375 $ 0 9,375 ( 7 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Paslick P. Martin ONE PARK PLAZA NASHVILLE, TN37203 SVP and CIO Signatures /s/ Natalie Harrison Cline, Attorney-in-Fact 02/27/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents common stock underlying 1,030 restricted share units which shall vest in two equal installments on the second and third anniversaries of the grant date. ( 2 )On February 8, 2012, the reporting person was granted 3,000 restricted stock units. The restricted stock units are eligible to vest in equal increments of up to 25% at the end of fiscal years 2012, 2013, 2014 and 2015 based upon the extent to which certain EBITDA performance targets have been met for the applicable fiscal year. Based upon the Company's achievement with respect to the EBITDA performance criteria for 2012, 100% of the stock appreciation rights subject to such criteria vested, resulting in the vesting of 750 restricted stock units. ( 3 )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. ( 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 August 27, 2009, the reporting person was granted an option to purchase 11,262 shares of common stock. The option vests in equal increments of 20% at the end of fiscal years 2009, 2010, 2011, 2012 and 2013 if certain annual EBITDA performance targets are achieved, subject to "catch up" vesting, such that, options that were eligible to vest but failed to vest at the end of any year noted above will vest if at the end of any subsequent year or at the end of fiscal year 2014, the cumulative total EBITDA earned in all prior years exceeds the cumulative EBITDA target at the end of such fiscal year. The EBITDA performance criteria for 2012 was met, resulting in vesting of the option as to 2,252 shares. ( 6 )On February 8, 2012, the reporting person was granted 17,500 stock appreciation rights. The stock appreciation rights are eligible to vest in equal increments of up to 25% at the end of fiscal years 2012, 2013, 2014 and 2015 based upon the extent to which certain EBITDA performance targets have been met for the applicable fiscal year. Based upon the Company's achievement with respect to the EBITDA performance criteria for 2012, 100% of the stock appreciation rights subject to such criteria vested, resulting in the vesting of 4,375 stock appreciation rights. ( 7 )On August 7, 2012, the reporting person was granted 37,500 stock appreciation rights. The stock appreciation rights are eligible to vest in equal increments of up to 25% at the end of fiscal years 2012, 2013, 2014 and 2015 based upon the extent to which certain EBITDA performance targets have been met for the applicable fiscal year. Based upon the Company's achievement with respect to the EBITDA performance criteria for 2012, 100% of the stock appreciation rights subject to such criteria vested, resulting in the vesting of 9,375 stock appreciation rights.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.