HCA Healthcare (HCA) Form 5 HCA Healthcare / Patricia F Elcan ownership change

SEC Form 5

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^*

Elcan Patricia F

(Last) (First) (Middle)

3100 WEST END AVENUE

(Street)

NASHVILLE TN 37203

(City) (State) (Zip)

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

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

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2019

4. 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 Acquired, Disposed of, or Beneficially Owned
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	08/20/2019		G	315.235	A	$0.00	1,685,276.6369	I	Held indirectly through Patricia Frist Elcan 2019 Annuity Trust II(1)(2)
Common Stock, par value $0.01 per share							41,052	D(1)(3)
Common Stock, par value $0.01 per share							776,573.9641	I	Held indirectly through Hercules Holding II(1)(3)
Common Stock, par value $0.01 per share							694,348.8643	I	Held indirectly by Spouse and Children(1)(4)
Common Stock, par value $0.01 per share							613,316.6257	I	Held indirectly through Hercules Holding II by Patricia Frist Elcan 2018 Annuity Trust III(1)(5)
Common Stock, par value $0.01 per share							1,490,201.9224	I	Held indirectly through Hercules Holding II by Patricia Frist Elcan 2019 Annuity Trust I(1)(5)
Common Stock, par value $0.01 per share							3,547,122.4752	I	Held indirectly by GRATs(1)(6)
Common Stock, par value $0.01 per share							302,668.4247	I	Held indirectly by Trust(1)(7)
Common Stock, par value $0.01 per share							461,046.2045	I	Held indirectly by Patricia F. Elcan Grat III Trust II(1)(8)
Common Stock, par value $0.01 per share							237,863.9997	I	Held indirectly by Patricia F. Elcan Grat II Trust I(1)(9)
Common Stock, par value $0.01 per share							439,142.8945	I	Held indirectly by Elcan Investment Partnership(1)(10)
Common Stock, par value $0.01 per share							169,207.7998	I	Held indirectly by Elcan Children's Trust(1)(11)
Common Stock, par value $0.01 per share							36,629,163.8593	I	Held indirectly through Hercules Holding II by Frisco, Inc.(1)(12)

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 (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 ("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 her pecuniary interest therein.

2. The Reporting Person received a gift of 315.234982 units of Hercules on August 20, 2019, which were subsequently transferred to the Patricia Frist Elcan 2019 Annuity Trust II, of which she serves as trustee. Following receipt of this gift, the Reporting Person 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 Healthcare, Inc.

3. The Reporting Person jointly owns with her spouse 41,052 shares of common stock of HCA Healthcare, Inc. and 776,573.9641 units of Hercules and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Healthcare, Inc. by virtue of her ownership in Hercules.

4. The Reporting Person may be deemed to have indirect beneficial ownership in respect of 20,005 shares of common stock of HCA Healthcare, Inc. through an indirect pecuniary interest in such shares held by her spouse and children. In addition, the Reporting Person may be deemed to have indirect beneficial ownership in respect of 674,343.8643 units of Hercules, through an indirect pecuniary interest in such units held by her spouse and children, 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 units of Hercules held by The Patricia Frist Elcan 2018 Annuity Trust III and the Patricia Frist Elcan 2019 Annuity Trust I, each of which she 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 is trustee of three grantor retained annuity trusts for the benefit of her children, and the Reporting Person's spouse is trustee of nine grantor retained annuity trusts for the benefit of the Reporting Person's children. The Reporting Person may, accordingly, be deemed to be the beneficial owner of the aggregate 51,131 shares of common stock of HCA Healthcare, Inc. held by such trusts. In addition, the Reporting Person may be deemed to be the beneficial owner of the 3,495,991.4752 units of Hercules held by such trusts and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Healthcare, Inc.

7. The Reporting Person is trustee of a trust for the benefit of her child. The Reporting Person may, accordingly, be deemed to be the beneficial owner of the 15,196 shares of common stock of HCA Healthcare, Inc. held by such trust. In addition, the Reporting Person may be deemed to be the beneficial owner of the 287,472.4247 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.

8. The Reporting Person's spouse is the trustee of the Patricia F. Elcan Grat III Trust II, and the Reporting Person may therefore be deemed to be the beneficial owner of the 23,148 shares of common stock of HCA Healthcare, Inc. held by such trust. The Reporting Person may also be deemed to be the beneficial owner of the 437,898.2045 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.

9. The Reporting Person's spouse is the trustee of the Patricia F. Elcan Grat II Trust I, and the Reporting Person may therefore be deemed to be the beneficial owner of the 11,943 shares of common stock of HCA Healthcare, Inc. held by such trust. The Reporting Person may also be deemed to be the beneficial owner of the 225,920.9997 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.

10. The Reporting Person may be deemed to be the beneficial owner of the 22,049 shares of common stock of HCA Healthcare, Inc. held by Elcan Investment Partnership, of which Mrs. Elcan, her spouse and a trust of which Mrs. Elcan and her spouse serve as co-trustees are the general partners. The Reporting Person may also be deemed to be the beneficial owner of the 417,093.8945 units of Hercules held by Elcan Investment Partnership and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Healthcare, Inc.

11. The Reporting Person's spouse is the trustee of the Elcan Children's Trust, and the Reporting Person may therefore be deemed to be the beneficial owner of the 8,495 shares of common stock of HCA Healthcare, Inc. held by such trust. The Reporting Person may also be deemed to be the beneficial owner of the 160,712.7998 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.

12. 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 her 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.

Remarks:

	/s/ Natalie Harrison Cline, Attorney-in-Fact	02/14/2020
	** 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).
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