Sec Form 4 Filing - WATERMAN ROBERT A @ HCA Healthcare, Inc. - 2018-02-22

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
WATERMAN ROBERT A
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)
SVP & General Counsel
(Last) (First) (Middle)
ONE PARK PLAZA
3. Date of Earliest Transaction (MM/DD/YY)
02/22/2018
(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 02/22/2018 A( 1 ) 17,600 A $ 0 257,752 D
Common Stock 02/22/2018 F 5,459 D $ 100.54 252,293 D
Common Stock 02/25/2018 M 3,288 A 255,581 D
Common Stock 02/25/2018 F 725 D $ 100.84 254,856 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 $ 47.97 02/22/2018 A 5,250 02/22/2018 02/05/2024 Common Stock 5,250 $ 0 5,250 ( 3 ) D
Restricted Stock Units ( 2 ) 02/25/2018 M 1,487 ( 4 ) 02/25/2025 Common Stock 1,487 $ 0 0 D
Restricted Stock Units ( 2 ) 02/25/2018 M 1,801 ( 5 ) 02/25/2026 Common Stock 1,801 $ 0 1,802 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
WATERMAN ROBERT A
ONE PARK PLAZA
NASHVILLE, TN37203
SVP & General Counsel
Signatures
/s/ Natalie Harrison Cline, Attorney-in-Fact 02/26/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On February 4, 2015, the reporting person was granted 8,800 performance share units. The performance share units were eligible to vest based on achievement of a cumulative earnings per share goal for fiscal years 2015-2017. The number of performance share units that were eligible to vest varied from zero (for actual performance less than 80% of target) to two times the units granted (for actual performance of 120% or more of target). Based upon the Company's achievement with respect to cumulative 2015-2017 earnings per share, the number of performance share units that vested equaled two times the units granted.
( 2 )Restricted stock units convert into common stock on a one-for-one basis.
( 3 )On February 5, 2014, the reporting person was granted 35,000 stock appreciation rights. The stock appreciation rights were eligible to vest in equal increments of up to 25% at the end of fiscal years 2014, 2015, 2016 and 2017 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 2017, 60% of the stock appreciation rights subject to such criteria vested, resulting in the vesting of 5,250 stock appreciation rights.
( 4 )On February 25, 2015, the reporting person was granted 2,974 restricted stock units, vesting in two equal annual installments beginning on the second anniversary of the grant date.
( 5 )On February 25, 2016, the reporting person was granted 3,603 restricted stock units, vesting in two equal annual installments beginning on the second anniversary of the grant date.

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).

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