| FORM 5 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL 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). | |||||||||||||||||
| Form 3 Holdings Reported. | |||||||||||||||||
| Form 4 Transactions Reported. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol HCA Holdings, Inc. [ HCA ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 12/31/2015 | ||||||||||||||||||||||||||
| 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 at end of Issuer's Fiscal Year (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||||||
| Amount | (A) or (D) | Price | |||||||||||||
| Common Stock, par value $0.01 per share | 02/25/2015 | G | 71,274.9611 | A | $0.00 | 578,602.8019 | I | Held indirectly through Hercules Holding II, LLC by Thomas F. Frist III 2015 Annuity Trust I(1)(2) | |||||||
| Common Stock, par value $0.01 per share | 02/25/2015 | G | 208,558.1295 | A | $0.00 | 787,160.9314 | I | Held indirectly through Hercules Holding II, LLC by Thomas F. Frist III 2015 Annuity Trust I(1)(2) | |||||||
| Common Stock, par value $0.01 per share | 05/26/2015 | G | 135,889.7145 | A | $0.00 | 135,889.7145 | I | Held indirectly through Hercules Holding II, LLC by Thomas F. Frist III 2015 Annuity Trust II(1)(2) | |||||||
| Common Stock, par value $0.01 per share | 08/24/2015 | G | 251,424.0497 | D | $0.00 | 0 | I | Held indirectly through Hercules Holding II, LLC by The Thomas F. Frist III 2010 Annuity Trust I(1)(3) | |||||||
| Common Stock, par value $0.01 per share | 08/24/2015 | G | 251,424.0497 | A | $0.00 | 251,424.0497 | I | Held indirectly through Hercules Holding II, LLC by Thomas F. Frist III 2007 Family Trust(1)(4) | |||||||
| Common Stock, par value $0.01 per share | 9,496.54 | I | Held indirectly through Hercules Holding II, LLC by Spouse(1)(5) | ||||||||||||
| Common Stock, par value $0.01 per share | 176,002.6721 | I | Held indirectly through Hercules Holding II, LLC by Thomas F. Frist III 2013 Annuity Trust I(1)(3) | ||||||||||||
| Common Stock, par value $0.01 per share | 865,177.9845 | I | Held indirectly through Hercules Holding II, LLC by The Thomas F. Frist III 2014 Annuity Trust I(1)(3) | ||||||||||||
| Common Stock, par value $0.01 per share | 2,155,327.3333 | I | Held indirectly through Hercules Holding II, LLC by Thomas F. Frist III 2014 Annuity Trust II(1)(3) | ||||||||||||
| Common Stock, par value $0.01 per share | 95,947.874 | I | Held indirectly through Hercules Holding II, LLC by The Thomas F. Frist III 2014 Annuity Trust III(1)(3) | ||||||||||||
| Common Stock, par value $0.01 per share | 76,935.7248 | I | Held indirectly through Hercules Holding II, LLC by Thomas F. Frist III 2015 Annuity Trust III(1)(3) | ||||||||||||
| Common Stock, par value $0.01 per share | 28,489.62 | I | Held indirectly through Hercules Holding II, LLC by Trusts for Children(1)(6) | ||||||||||||
| Common Stock, par value $0.01 per share | 36,629,163.8593 | I | Held indirectly through Hercules Holding II, LLC by Frisco, Inc.(1)(7) | ||||||||||||
| 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) | |||
| (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
| Explanation of Responses: |
| 1. Hercules Holding II, LLC ("Hercules") holds 84,137,913 shares of the common stock of HCA Holdings, Inc. Hercules has issued one unit per share of HCA Holdings, Inc. that it owns directly. Hercules is held by a private investor group, including affiliates of Kohlberg Kravis Roberts & Co. L.P. and 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 received gifts of 71,274.9611 and 208,558.1295 units of Hercules on February 25, 2015, which were subsequently transferred to The Thomas F. Frist III 2015 Annuity Trust I, of which he serves as trustee. The Reporting Person received a gift of 135,889.7145 units of Hercules on May 26, 2015, which were subsequently transferred to The Thomas F. Frist III 2015 Annuity Trust II, of which he serves as trustee. Following receipt of these gifts, the Reporting Person may be deemed 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 Reporting Person is trustee of (i) Thomas F. Frist III 2013 Annuity Trust I, (ii) The Thomas F. Frist III 2014 Annuity Trust I, (iii) The Thomas F. Frist III 2014 Annuity Trust II, (iv) The Thomas F. Frist III 2014 Annuity Trust III, (v) The Thomas F. Frist III 2015 Annuity Trust III and (vi) The Thomas F. Frist III 2010 Annuity Trust I 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. |
| 4. The Reporting Person's wife is trustee of The Thomas F. Frist III 2007 Family Trust and the Reporting Person may 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 Holdings, Inc. |
| 5. 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 wife and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Holdings, Inc. |
| 6. The Reporting Person may be deemed to be the beneficial owner of the aggregate 28,489.62 units of Hercules held by certain trusts for the benefit of his children, each of which his sister serves as trustee, and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Holdings, Inc. |
| 7. 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. |
| Remarks: |
| /s/ Natalie Harrison Cline, Attorney-in-Fact | 02/16/2016 | |
| ** 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. | ||
