Director Frist William R was granted 1,026 shares and acquired $3,577,854 worth of shares (10,505 units at $340.60), increasing direct ownership by 9% to 12,931 units (SEC Form 4)
$HCA
Hospital/Nursing Management
Health Care
| FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
HCA Healthcare, Inc. [ HCA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/29/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | 04/29/2025 | A(1) | 1,026 | A | $0 | 12,931 | D | |||
| Common Stock, par value $0.01 per share | 04/30/2025 | J | 10,504.5617 | A | $340.6 | 1,574,896.8051 | I | Held indirectly by WRF 2015, LLC(2)(3)(4) | ||
| Common Stock, par value $0.01 per share | 941,764.95 | I | Held indirectly through Hercules Holding II(2)(5) | |||||||
| Common Stock, par value $0.01 per share | 10,436.54 | I | Held indirectly by Spouse and Children(2)(6) | |||||||
| Common Stock, par value $0.01 per share | 1,208,506.7937 | I | Held indirectly by the William R. Frist Family Partnership(2)(7) | |||||||
| Common Stock, par value $0.01 per share | 7,072,827.3191 | I | Held indirectly by the William R. Frist 2010 Family Trust(2)(7) | |||||||
| Common Stock, par value $0.01 per share | 3,982,997.6921 | I | Held indirectly by Trusts for Children(2)(8) | |||||||
| Common Stock, par value $0.01 per share | 36,629,163.8593 | I | Held indirectly through Hercules Holding II by Frisco, Inc.(2)(9) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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 | ||||||||
| Explanation of Responses: |
| 1. Represents common stock of HCA Healthcare, Inc. underlying 645 restricted share units attributable to an annual director equity award and 381 restricted share units received in lieu of an annual cash retainer for service as a director. The restricted share units shall vest on the sooner of the date of the 2026 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. Hercules Holding II ("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 beneficial ownership of these securities, except to the extent of his pecuniary interest therein. |
| 3. The Reporting Person is an officer and a managing member of WRF 2015, LLC and may be deemed to own indirectly the 1,562,273.8051 units of Hercules and the 12,623 shares of common stock of HCA Healthcare, Inc. held by such entity, and may therefore be deemed to own indirectly the same number of shares of common stock of HCA Healthcare, Inc. |
| 4. On April 30, 2025, the Reporting Person and the William R. Frist 2010 Family Trust transferred units of WRF 2015, LLC to a trust for the benefit of the Reporting Person's children, of which the Reporting Person's spouse is a trustee. The units transferred corresponded to indirect ownership of a total of 10,420.3663 units of Hercules and 84.1954 shares of common stock of HCA Healthcare, Inc. and were made at a net cash price of $340.60 (the average of the high and low prices of the shares of common stock of HCA Healthcare, Inc. on April 30, 2025) per share of common stock of HCA Healthcare, Inc. or unit of Hercules. In each case, these transfers changed neither the number of units of Hercules or shares of common stock of HCA Healthcare, Inc. held by WRF 2015, LLC, nor the total number of shares of common stock of HCA Healthcare, Inc. of which the Reporting Person may be deemed to have beneficial ownership. |
| 5. The Reporting Person directly owns 941,764.95 units of Hercules and may therefore be deemed to own indirectly the same number of shares of common stock of HCA Healthcare, Inc. |
| 6. The Reporting Person may be deemed to own indirectly 1,416 shares of common stock of HCA Healthcare, Inc. and 9,020.54 units of Hercules owned by his spouse and children, and may 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 own indirectly (i) 1,147,828.7937 units of Hercules and 60,678 shares of common stock of HCA Healthcare, Inc. held by the William R. Frist Family Partnership, of which his spouse is a trustee, and (ii) 6,744,598.3191 units of Hercules and 328,229 shares of common stock of HCA Healthcare, Inc. held by The William R. Frist 2010 Family Trust, of which the Reporting Person is a trustee. |
| 8. The Reporting Person may be deemed to own indirectly 3,980,285.6921 units of Hercules and 2,712 shares of common stock of HCA Healthcare, Inc. held by trusts for the benefit of his children, of each of which his spouse is a trustee, and may therefore be deemed to own indirectly the same number of shares of common stock of HCA Healthcare, Inc. |
| 9. The Reporting Person may be deemed to share voting and dispositive power with respect to 36,629,163.8593 shares of common stock of HCA Healthcare, Inc. beneficially owned by Frisco, Inc., by virtue of his position as a director of Frisco, Inc. Frisco, Inc. holds 36,629,163.8593 units of Hercules, and may therefore be deemed to own indirectly the same number of shares of common stock of HCA Healthcare, Inc. |
| /s/ Rawls Butler, Attorney-in-Fact | 05/01/2025 | |
| ** Signature of Reporting Person | 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). | ||
| 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. | ||