Statement of Changes in Beneficial Ownership (4)
February 15 2018 - 6:37PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
*
CAMPBELL VICTOR L
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2. Issuer Name
and
Ticker or Trading Symbol
HCA Healthcare, Inc.
[
HCA
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
SVP
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(Last)
(First)
(Middle)
ONE PARK PLAZA
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3. Date of Earliest Transaction
(MM/DD/YYYY)
2/13/2018
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(Street)
NASHVILLE, TN 37203
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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2/13/2018
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M
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5664
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A
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$5.9821
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138539
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D
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Common Stock
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2/13/2018
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M
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6756
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A
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$6.4772
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145295
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D
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Common Stock
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2/13/2018
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M
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2252
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A
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$10.9168
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147547
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D
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Common Stock
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2/13/2018
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M
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2252
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A
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$15.9112
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149799
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D
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Common Stock
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2/13/2018
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M
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75000
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A
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$22.95
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224799
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D
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Common Stock
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2/13/2018
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F
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44535
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D
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$98.92
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180264
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D
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Common Stock
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26478
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I
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By AWC 2012 Trust (Spouse, Trustee)
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Common Stock
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42478
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I
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By MNC 2012 Trust (Spouse, Trustee)
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Common Stock
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33196
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I
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By Trust f/b/o AWC (Spouse, Trustee)
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Common Stock
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33196
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I
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By Trust f/b/o MNC (Spouse, Trustee)
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Common Stock
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65629
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I
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By Trust (Daughter, Trustee)
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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. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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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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Non-Qualified Stock Option (right to buy)
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$5.9821
(1)
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2/13/2018
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M
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1158
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(2)
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8/27/2019
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Common Stock
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1158
(3)
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$0.00
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0
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D
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Non-Qualified Stock Option (right to buy)
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$5.9821
(1)
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2/13/2018
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M
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4506
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(4)
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8/27/2019
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Common Stock
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4506
(3)
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$0.00
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0
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D
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Non-Qualified Stock Option (right to buy)
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$6.4772
(1)
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2/13/2018
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M
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2252
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8/27/2011
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8/27/2019
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Common Stock
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2252
(3)
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$0.00
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0
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D
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Non-Qualified Stock Option (right to buy)
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$6.4772
(1)
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2/13/2018
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M
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4504
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(5)
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8/27/2019
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Common Stock
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4504
(3)
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$0.00
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0
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D
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Non-Qualified Stock Option (right to buy)
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$10.9168
(1)
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2/13/2018
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M
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2252
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8/27/2010
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8/27/2019
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Common Stock
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2252
(3)
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$0.00
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0
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D
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Non-Qualified Stock Option (right to buy)
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$15.9112
(1)
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2/13/2018
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M
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2252
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(6)
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8/27/2019
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Common Stock
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2252
(3)
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$0.00
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0
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D
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Stock Appreciation Right
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$22.95
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2/13/2018
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M
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37500
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(7)
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2/8/2022
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Common Stock
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37500
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$0.00
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0
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D
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Stock Appreciation Right
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$22.95
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2/13/2018
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M
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37500
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(8)
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2/8/2022
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Common Stock
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37500
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$0.00
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0
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D
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Explanation of Responses:
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(1)
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Exercise Price was adjusted to reflect a 4.505 to 1 stock split that occurred with respect to the Issuer's common stock effective March 9, 2011.
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(2)
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The option was scheduled to vest in three equal annual installments beginning on August 27, 2012. A change in control of the Issuer occurred effective November 1, 2013, resulting in the accelerated vesting of the option as to the shares that remained unvested.
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(3)
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Shares have been adjusted to reflect a 4.505 to 1 stock split that occurred with respect to the Issuer's common stock effective March 9, 2011.
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(4)
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The option vested in equal increments (i) at the end of fiscal year 2012 upon the achievement of certain annual EBITDA performance targets and (ii) upon a change in control (as defined in the 2006 Stock Incentive Plan for Key Employees of HCA Holdings, Inc. and its Affiliates as Amended and Restated) of the Issuer which occurred effective November 1, 2013.
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(5)
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The option vested at the end of fiscal years 2010 and 2011 based upon the achievement of certain annual EBITDA performance targets.
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(6)
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The option vested at the end of fiscal year 2009 based upon the achievement of certain annual EBITDA performance targets.
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(7)
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The stock appreciation rights vested in four equal annual installments beginning on February 8, 2013.
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(8)
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The stock appreciation rights vested at the end of fiscal years 2012, 2013, 2014 and 2015 based upon the achievement of certain annual EBITDA performance targets.
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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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CAMPBELL VICTOR L
ONE PARK PLAZA
NASHVILLE, TN 37203
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SVP
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Signatures
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/s/ Natalie Harrison Cline, Attorney-in-Fact
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2/15/2018
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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 4(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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