FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Torres Kathryn A.

2. Date of Event Requiring Statement (MM/DD/YYYY)
7/18/2016 

3. Issuer Name and Ticker or Trading Symbol

HCA Holdings, Inc. [HCA]

(Last)        (First)        (Middle)

ONE PARK PLAZA

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

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
SVP- Employer&Payer Engagement /

(Street)

NASHVILLE, TN 37203       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

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)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: 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) 2/8/2022   Common Stock   4300   $22.95   D    
Stock Appreciation Right     (2) 2/8/2022   Common Stock   4300   $22.95   D    
Stock Appreciation Right     (3) 2/6/2023   Common Stock   4686   $37.18   D    
Stock Appreciation Right     (4) 2/6/2023   Common Stock   6250   $37.18   D    
Stock Appreciation Right     (5) 2/5/2024   Common Stock   2500   $47.97   D    
Stock Appreciation Right     (6) 2/5/2024   Common Stock   5000   $47.97   D    
Stock Appreciation Right     (7) 2/4/2025   Common Stock   7000   $68.96   D    
Stock Appreciation Right     (8) 1/29/2026   Common Stock   5170   $69.58   D    
Restricted Stock Units   2/6/2017   2/6/2023   Common Stock   514     (9) D    
Restricted Stock Units     (10) 2/5/2024   Common Stock   876     (9) D    

Explanation of Responses:
( 1)  The option vested at the end of fiscal years 2014 and 2015 based upon the achievement of certain annual EBITDA performance targets.
( 2)  The stock appreciation rights vested in two equal annual installments beginning on February 8, 2015.
( 3)  On February 6, 2013, the reporting person was granted 6,250 stock appreciation rights. The stock appreciation rights are eligible to vest in equal increments of up to 25% at the end of fiscal years 2013, 2014, 2015 and 2016 based upon the extent to which certain EBITDA performance targets have been met for the applicable fiscal year. EBITDA performance criteria for 2013, 2014 and 2015 was met, resulting in the vesting of 4,686 stock appreciation rights.
( 4)  The stock appreciation rights vest in four equal annual installments beginning on February 6, 2014.
( 5)  On February 5, 2014, the reporting person was granted 5,000 stock appreciation rights. The stock appreciation rights are eligible to vest in equal increments of up to 25% at the end of fiscal years 2014, 2015, 2016 and 2017 based upon the extent to which certain EBITDA performance targets have been met for the applicable fiscal year. EBITDA performance criteria for 2014 and 2015 was met, resulting in the vesting of 2,500 stock appreciation rights.
( 6)  The stock appreciation rights vest in four equal annual installments beginning on February 5, 2015.
( 7)  The stock appreciation rights vest in four equal annual installments beginning on February 4, 2016.
( 8)  The stock appreciation rights vest in four equal annual installments beginning on January 29, 2017.
( 9)  Each restricted stock unit represents a contingent right to receive one share of HCA Holdings, Inc. common stock.
( 10)  The restricted stock units vest in two equal annual installments beginning February 5, 2017.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Torres Kathryn A.
ONE PARK PLAZA
NASHVILLE, TN 37203


SVP- Employer&Payer Engagement

Signatures
/s/ Kevin A. Ball, Attorney-in-Fact 7/28/2016
** 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 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).
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 control number.
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