EVP and COO Foster Jon M received a gift of 3,155 shares, disposed of $5,847,580 worth of shares (15,925 units at $367.19), acquired $5,847,580 worth of shares (15,925 units at $367.19), sold $5,797,661 worth of shares (15,698 units at $369.32) and gifted 3,155 shares, decreasing direct ownership by 59% to 11,566 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) 05/13/2025 | ||||||||||||||||||||||||||
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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 | 05/13/2025 | S | 15,698 | D | $369.3248(1) | 12,646 | D | |||
| Common Stock | 05/13/2025 | G | 1,080 | D | $0 | 11,566 | D | |||
| Common Stock | 05/13/2025 | G | 1,080 | A | $0 | 67,595 | I | By JMF Trust (Spouse and Robert Nagel, Co-Trustees) | ||
| Common Stock | 05/13/2025 | G | 2,075 | D | $0 | 15,925 | I | By Spouse | ||
| Common Stock | 05/13/2025 | G | 2,075 | A | $0 | 56,383 | I | By LCF Trust (Reporting Person, Trustee) | ||
| Common Stock | 05/13/2025 | J(2) | 15,925 | D | $367.195 | 0 | I | By Spouse | ||
| Common Stock | 05/13/2025 | J(2) | 15,925 | A | $367.195 | 72,308 | I | By LCF Trust (Reporting Person, Trustee) | ||
| Common Stock | 19,985(3) | I | By JMF Family Trust (Spouse, Trustee) | |||||||
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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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $368.80 to $370.56, inclusive. The reporting person undertakes to provide to HCA Healthcare, Inc., any security holder of HCA Healthcare, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 2. Pursuant to a power of substitution, on May 13, 2025, the Reporting Person's spouse transferred 15,925 shares of common stock of the Issuer to a trust account in exchange for assets of equal value. The transfer was made at a price per share equal to $367.195 (the average of the high and low prices of shares of common stock of the Issuer on May 13, 2025). The transfer did not change the total number of shares of common stock of the Issuer of which the Reporting Person may be deemed to have beneficial ownership. The Reporting Person believes that the transfer of shares to the trust constitutes a change in form of beneficial ownership of such shares, exempted by Rule 16a-13 under the Securities Exchange Act of 1934. |
| 3. On each of November 18, 2024 and February 18, 2025, a Form 4 was filed for the Reporting Person, and, due to administrative error, the indirect beneficial ownership held by the Reporting Person in the JMF Family Trust, which had been included in prior reports, was omitted. The beneficial ownership has been correctly reflected herein. |
| /s/ Natalie Harrison Cline, Attorney-in-Fact | 05/15/2025 | |
| ** 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. | ||