Initial Statement of Beneficial Ownership (3)
July 28 2016 - 7:49PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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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
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1. Name and Address of Reporting Person
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Torres Kathryn A.
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2. Date of Event Requiring Statement (MM/DD/YYYY)
7/18/2016
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3. Issuer Name
and
Ticker or Trading Symbol
HCA Holdings, Inc. [HCA]
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(Last)
(First)
(Middle)
ONE PARK PLAZA
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
_____ 10% Owner
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X
___ Officer (give title below)
_____ Other (specify below)
SVP- Employer&Payer Engagement /
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(Street)
NASHVILLE, TN 37203
(City)
(State)
(Zip)
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
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X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Appreciation Right
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(1)
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2/8/2022
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Common Stock
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4300
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$22.95
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D
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Stock Appreciation Right
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(2)
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2/8/2022
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Common Stock
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4300
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$22.95
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D
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Stock Appreciation Right
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(3)
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2/6/2023
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Common Stock
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4686
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$37.18
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D
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Stock Appreciation Right
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(4)
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2/6/2023
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Common Stock
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6250
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$37.18
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D
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Stock Appreciation Right
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(5)
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2/5/2024
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Common Stock
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2500
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$47.97
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D
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Stock Appreciation Right
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(6)
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2/5/2024
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Common Stock
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5000
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$47.97
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D
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Stock Appreciation Right
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(7)
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2/4/2025
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Common Stock
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7000
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$68.96
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D
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Stock Appreciation Right
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(8)
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1/29/2026
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Common Stock
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5170
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$69.58
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D
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Restricted Stock Units
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2/6/2017
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2/6/2023
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Common Stock
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514
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(9)
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D
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Restricted Stock Units
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(10)
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2/5/2024
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Common Stock
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876
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(9)
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D
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Explanation of Responses:
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(
1)
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The option vested at the end of fiscal years 2014 and 2015 based upon the achievement of certain annual EBITDA performance targets.
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(
2)
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The stock appreciation rights vested in two equal annual installments beginning on February 8, 2015.
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(
3)
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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.
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(
4)
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The stock appreciation rights vest in four equal annual installments beginning on February 6, 2014.
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(
5)
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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.
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(
6)
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The stock appreciation rights vest in four equal annual installments beginning on February 5, 2015.
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(
7)
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The stock appreciation rights vest in four equal annual installments beginning on February 4, 2016.
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(
8)
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The stock appreciation rights vest in four equal annual installments beginning on January 29, 2017.
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(
9)
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Each restricted stock unit represents a contingent right to receive one share of HCA Holdings, Inc. common stock.
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(
10)
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The restricted stock units vest in two equal annual installments beginning February 5, 2017.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Torres Kathryn A.
ONE PARK PLAZA
NASHVILLE, TN 37203
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SVP- Employer&Payer Engagement
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Signatures
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/s/ Kevin A. Ball, Attorney-in-Fact
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7/28/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 5(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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