Kathleen M Whalen Form 3 HCA Healthcare / Kathleen M Whalen ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Whalen Kathleen M

(Last) (First) (Middle)

ONE PARK PLAZA

(Street)

NASHVILLE TN 37203

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2019

3. Issuer Name and Ticker or Trading Symbol
HCA Healthcare, Inc. [ HCA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP & Chief Ethics Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	6,871	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Appreciation Right	(1)	11/06/2023	Common Stock	1,750	45.3	D
Stock Appreciation Right	(2)	11/06/2023	Common Stock	2,250	45.3	D
Stock Appreciation Right	(3)	02/05/2024	Common Stock	2,625	47.97	D
Stock Appreciation Right	(4)	02/05/2024	Common Stock	2,100	47.97	D
Stock Appreciation Right	(5)	02/04/2025	Common Stock	5,000	68.96	D
Stock Appreciation Right	(6)	01/29/2026	Common Stock	3,760	69.58	D
Stock Appreciation Right	(7)	02/01/2027	Common Stock	4,040	81.96	D
Stock Appreciation Right	(8)	01/31/2028	Common Stock	5,040	101.16	D
Stock Appreciation Right	(9)	10/31/2028	Common Stock	13,730	133.53	D

Explanation of Responses:

1. The stock appreciation rights vested in four equal annual installments beginning on November 6, 2014.

2. The stock appreciation rights vested at the end of fiscal years 2013, 2014, 2015 and 2016 based upon the achievement of certain annual EBITDA performance targets.

3. The stock appreciation rights vested in four equal annual installments beginning on February 5, 2015.

4. The stock appreciation rights vested at the end of fiscal years 2014, 2015, 2016 and 2017 based upon the achievement of certain annual EBITDA performance targets.

5. The stock appreciation rights vest in four equal annual installments beginning on February 4, 2016.

6. The stock appreciation rights vest in four equal annual installments beginning on January 29, 2017.

7. The stock appreciation rights vest in four equal annual installments beginning on February 1, 2018.

8. The stock appreciation rights vest in four equal annual installments beginning on January 31, 2019.

9. The stock appreciation rights vest in four equal annual installments beginning on October 31, 2019.

Remarks:

	/s/ Virginia Chase Crocker, Attorney-in-Fact	01/10/2019
	** 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 5 (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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