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*
ANDERSON DAVID GWIN

(Last) (First) (Middle)
ONE PARK PLAZA

(Street)
NASHVILLE TN 37203

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
HCA Holdings, Inc. [ HCA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP - Finance
3. Date of Earliest Transaction (Month/Day/Year)
07/30/2014
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 07/30/2014 M 11,264 A $5.9821 105,977 D
Common Stock 07/30/2014 M 6,756 A $6.4772 112,733 D
Common Stock 07/30/2014 M 2,252 A $10.9168 114,985 D
Common Stock 07/30/2014 M 2,252 A $15.9112 117,237 D
Common Stock 07/30/2014 S 22,524 D $66.533 (1) 94,713 D
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
Non-Qualified Stock Option (right to buy) $5.9821 (2) 07/30/2014 M 6,758 (3) 08/27/2019 Common Stock 6,758 (4) $0.00 0 D
Non-Qualified Stock Option (right to buy) $5.9821 (2) 07/30/2014 M 4,506 (5) 08/27/2019 Common Stock 4,506 (4) $0.00 0 D
Non-Qualified Stock Option (right to buy) $6.4772 (2) 07/30/2014 M 2,252 08/27/2011 08/27/2019 Common Stock 2,252 (4) $0.00 0 D
Non-Qualified Stock Option (right to buy) $6.4772 (2) 07/30/2014 M 4,504 (6) 08/27/2019 Common Stock 4,504 (4) $0.00 0 D
Non-Qualified Stock Option (right to buy) $10.9168 (2) 07/30/2014 M 2,252 08/27/2010 08/27/2019 Common Stock 2,252 (4) $0.00 0 D
Non-Qualified Stock Option (right to buy) $15.9112 (2) 07/30/2014 M 2,252 (7) 08/27/2019 Common Stock 2,252 (4) $0.00 0 D
Explanation of Responses:
1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $66.47 to $66.58, inclusive. The reporting person undertakes to provide to HCA Holdings, Inc., any security holder of HCA Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
2. 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.
3. The option vested in equal increments on August 27, 2012 and August 27, 2013, and the remainder vested 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.
4. 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.
5. One-half of the option vested at the end of fiscal year 2012 based upon the achievement of certain annual EBITDA performance targets, and the remainder vested 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.
6. The option vested in equal increments at the end of fiscal years 2010 and 2011 based upon the achievement of certain annual EBITDA performance targets.
7. The option vested at the end of fiscal year 2009 based upon the achievement of certain annual EBITDA performance targets.
Remarks:
/s/ Natalie Harrison Cline, Attorney-in-Fact 08/01/2014
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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