Sec Form 4 Filing - FRIST THOMAS F III @ HCA Healthcare, Inc. - 2023-04-24

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
FRIST THOMAS F III
2. Issuer Name and Ticker or Trading Symbol
HCA Healthcare, Inc. [ HCA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
3100 WEST END AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
04/24/2023
(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 04/24/2023 A( 1 ) 1,396 A $ 0 12,213 D
Common Stock, par value $0.01 per share 3,590,019.444 I Held indirectly through Hercules Holding II ( 2 ) ( 3 )
Common Stock, par value $0.01 per share 9,496.54 I Held indirectly through Hercules Holding II by Spouse ( 3 ) ( 4 )
Common Stock, par value $0.01 per share 28,489.62 I Held indirectly through Hercules Holding II by Trusts for Children ( 3 ) ( 5 )
Common Stock, par value $0.01 per share 2,348,330.3574 I Held indirectly through Hercules Holding II by Trusts for Children ( 3 ) ( 5 )
Common Stock, par value $0.01 per share 1,033,528.4872 I Held indirectly through Hercules Holding II by Thomas F. Frist III 2007 Family Trust ( 3 ) ( 6 )
Common Stock, par value $0.01 per share 36,629,163.8593 I Held indirectly through Hercules Holding II by Frisco, Inc. ( 3 ) ( 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
FRIST THOMAS F III
3100 WEST END AVENUE
NASHVILLE, TN37203
X X
Signatures
/s/ Natalie Harrison Cline, Attorney-in-Fact 04/26/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents common stock underlying 663 restricted share units attributable to an annual director equity award and 733 restricted share units received in lieu of annual cash retainers for service as a director and as Chairman of the Board. The restricted share units shall vest on the sooner of the date of the 2024 annual shareholders' meeting of HCA Healthcare, Inc. or the first anniversary of the grant date. Vested shares will be delivered to the Reporting Person on the date the Reporting Person ceases to be a member of the Board of Directors of HCA Healthcare, Inc.
( 2 )The Reporting Person directly owns 3,590,019.444022 units of Hercules Holding II ("Hercules") and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Healthcare, Inc.
( 3 )Hercules holds 68,912,077 shares of common stock of HCA Healthcare, 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 Healthcare, 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.
( 4 )The Reporting Person may be deemed to have an indirect beneficial ownership in respect of 9,496.54 units of Hercules through an indirect pecuniary interest in such units held by his spouse, and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Healthcare, Inc.
( 5 )The Reporting Person may be deemed to be the beneficial owner of the aggregate (i) 28,489.62 units of Hercules held by certain trusts for the benefit of the Reporting Person's children, each of which his sister serves as trustee, and (ii) 2,348,330.3574 units of Hercules held by certain trusts for the benefit of the Reporting Person's children, each of which his spouse serves as trustee, and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Healthcare, Inc.
( 6 )The Reporting Person's spouse is trustee of The Thomas F. Frist III 2007 Family Trust and the Reporting Person may therefore be deemed to be the beneficial owner of the units of Hercules held by such trust and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Healthcare, Inc.
( 7 )The Reporting Person may be deemed to share voting and dispositive power with respect to 36,629,163.8593 shares of HCA Healthcare, 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 Healthcare, Inc.

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