Sec Form 4 Filing - FRIST THOMAS F JR @ HCA Holdings, Inc. - 2017-05-03

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 FRIST THOMAS F JR 2. Issuer Name and Ticker or Trading Symbol HCA Holdings, Inc. [ HCA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) ONE PARK PLAZA 3. Date of Earliest Transaction (MM/DD/YY) 05/03/2017 (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, par value $0.01 per share 02/22/2017 G V 387,659.7546 D $ 0 0 I Held indirectly through Hercules Holding II by Frist Children's Trust ( 1 ) ( 2 ) Common Stock, par value $0.01 per share 02/22/2017 G V 6,657,331.3176 D $ 0 0 I Held indirectly through Hercules Holding II by Frist Children's Trust II ( 1 ) ( 2 ) Common Stock, par value $0.01 per share 05/03/2017 P 167,000 A $ 82.965 ( 3 ) 167,000 D Common Stock, par value $0.01 per share 05/04/2017 P 21,989 A $ 82.4045 ( 4 ) 188,989 D Common Stock, par value $0.01 per share 05/04/2017 P 73,190 A $ 82.8404 ( 5 ) 262,179 D Common Stock, par value $0.01 per share 05/04/2017 P 25,421 A $ 83.582 ( 6 ) 287,600 D Common Stock, par value $0.01 per share 05/05/2017 P 71,850 A $ 83.4696 ( 7 ) 359,450 D Common Stock, par value $0.01 per share 05/05/2017 P 1,755 A $ 84.1393 ( 8 ) 361,205 D Common Stock, par value $0.01 per share 72,561.6299 I Held indirectly through Hercules Holding II ( 1 ) ( 9 ) Common Stock, par value $0.01 per share 204,968.4898 I Held indirectly through Hercules Holding II by Patricia C. Frist ( 1 ) ( 9 ) Common Stock, par value $0.01 per share 72,589.0649 I Held indirectly through Hercules Holding II by Thomas F. Frist GST Tax Exempt Trust ( 1 ) ( 10 ) Common Stock, par value $0.01 per share 168,876 I Held indirectly through Hercules Holding II by Patricia Champion Frist 2015 GRAT ( 1 ) ( 10 ) Common Stock, par value $0.01 per share 67,007 I Held indirectly through Hercules Holding II by Patricia Champion Frist 2016 GRAT ( 1 ) ( 2 ) Common Stock, par value $0.01 per share 199,017 I Held indirectly through Hercules Holding II by Patricia Champion Frist 2017 GRAT ( 1 ) ( 10 ) Common Stock, par value $0.01 per share 36,629,163.8593 I Held indirectly through Hercules Holding II by Frisco, Inc. ( 1 ) ( 11 )

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 FRIST THOMAS F JR ONE PARK PLAZA NASHVILLE, TN37203 X Signatures /s/ Natalie Harrison Cline, Attorney-in-Fact 05/05/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Hercules Holding II ("Hercules") holds 68,912,077 shares of the common stock of HCA Holdings, Inc. Hercules is held by a private investor group, including affiliates of HCA Inc. founder Dr. Thomas F. Frist, Jr. The Reporting Person may be deemed to be a member of a group exercising voting and investment control over the shares of common stock of HCA Holdings, Inc. held by Hercules. However, the Reporting Person disclaims membership in any such group and disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein. ( 2 )The Reporting Person's wife is the trustee of (i) Frist Children's Trust, (ii) Frist Children's Trust II and (iii) Patricia Champion Frist 2016 Grantor Retained Annuity Trust, and the Reporting Person may therefore be deemed to be the beneficial owner of the units of Hercules held by these trusts and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Holdings, Inc. ( 3 )The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $82.66 to $83.05, inclusive. The Reporting Person undertakes to provide HCA Holdings, Inc., any security holder of HCA H oldings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in footnotes (3), (4), (5), (6) and (7) to this Form 4. ( 4 )The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $81.64 to $82.60, inclusive. ( 5 )The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $82.61 to $83.49, inclusive. ( 6 )The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $83.50 to $83.83, inclusive. ( 7 )The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $83.15 to $84.04, inclusive. ( 8 )The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $84.06 to $84.21, inclusive. ( 9 )The Reporting Person directly owns 72,561.6299 units of Hercules and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Holdings, Inc. by virtue of his ownership in Hercules. The Reporting Person may also be deemed to have indirect beneficial ownership in respect of 204,968.4898 units of Hercules, through an indirect pecuniary interest in such units held by his wife, and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Holdings, Inc. ( 10 )The Reporting Person is the trustee of (i) Thomas F. Frist GST Tax Exempt Trust, (ii) Patricia Champion Frist 2015 Grantor Retained Annuity Trust and (iii) Patricia Champion Frist 2017 Grantor Retained Annuity Trust and may be deemed to be the beneficial owner of the units of Hercules held by these trusts and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Holdings, Inc. ( 11 )The Reporting Person may be deemed to share voting and dispositive power with respect to 36,629,163.8593 shares of HCA Holdings, Inc. beneficially owned by Frisco, Inc. by virtue of his position as a director of Frisco, Inc. Frisco, Inc. has beneficial ownership of 36,629,163.8593 units of Hercules and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Holdings, Inc.

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).

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