HCA Healthcare (HCA) Form 4 HCA Healthcare / William R Frist ownership change

SEC Form 4

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).

1. Name and Address of Reporting Person^*

Frist William R

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
04/29/2024

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 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	04/29/2024		A(1)		963	A	$0.00	11,905	D
Common Stock, par value $0.01 per share								941,764.95	I	Held indirectly through Hercules Holding II(2)(3)
Common Stock, par value $0.01 per share								10,436.54	I	Held indirectly by Spouse and Children(3)(4)
Common Stock, par value $0.01 per share								1,208,506.7937	I	Held indirectly by the William R. Frist Family Partnership(3)(5)
Common Stock, par value $0.01 per share								7,072,827.3191	I	Held indirectly by the William R. Frist 2010 Family Trust(3)(5)
Common Stock, par value $0.01 per share								148,512.7145	I	Held indirectly by WRF 2015 II, LLC(3)(6)
Common Stock, par value $0.01 per share								1,225,739.6894	I	Held indirectly through Hercules Holding II by WRF 2015, LLC(3)(7)
Common Stock, par value $0.01 per share								200,644.4012	I	Held indirectly through Hercules Holding II by WRF 2015 IV, LLC(3)(7)
Common Stock, par value $0.01 per share								3,982,997.6921	I	Held indirectly by Trusts for Children(3)(8)
Common Stock, par value $0.01 per share								36,629,163.8593	I	Held indirectly through Hercules Holding II by Frisco, Inc.(3)(9)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents common stock underlying 610 restricted share units attributable to an annual director equity award and 353 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 2025 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. The Reporting Person directly owns 941,764.950024 units of Hercules Holding II ("Hercules") and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Healthcare, Inc.

3. 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 his pecuniary interest therein.

4. The Reporting Person may be deemed to have indirect beneficial ownership in respect of 1,416 shares of common stock of HCA Healthcare, Inc. and 9,020.54 units of Hercules, through an indirect pecuniary interest in such shares and units held by his children and spouse, 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 the beneficial owner of the 60,678 shares of common stock of HCA Healthcare, Inc. and the 1,147,828.7937 units of Hercules held by the William R. Frist Family Partnership, of which his spouse serves as trustee, and the 328,229 shares of common stock of HCA Healthcare, Inc. and the 6,744,598.319099 units of Hercules held by The William R. Frist 2010 Family Trust, of which he serves as trustee.

6. The Reporting Person is an officer and a managing member of WRF 2015 II, LLC and may be deemed to be the beneficial owner of the 135,889.7145 units of Hercules and the 12,623 shares of common stock of HCA Healthcare, Inc. held by such entity.

7. The Reporting Person is an officer and a managing member of WRF 2015, LLC and WRF 2015 IV, LLC and may be deemed to be the beneficial owner of the units of Hercules held by these entities 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 trustee of nine trusts for the benefit of the Reporting Person's children, and the Reporting Person may, accordingly, be deemed to be the beneficial owner of the 2,712 shares of common stock of HCA Healthcare, Inc. and 3,980,285.6921 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.

9. 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 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 Healthcare, Inc.

Remarks:

	/s/ Natalie Harrison Cline, Attorney-in-Fact	05/01/2024
	** 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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