Patricia F. Elcan - Oct 30, 2024 Form 4 Insider Report for HCA Healthcare, Inc. (HCA)

Role
10%+ Owner
Signature
/s/ Katie Agnew, Attorney-in-Fact
Stock symbol
HCA
Transactions as of
Oct 30, 2024
Transactions value $
$0
Form type
4
Date filed
11/1/2024, 07:36 PM
Previous filing
Jul 27, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction HCA Common Stock, par value $0.01 per share Other -$88.4M -245K -37.68% $361.55 405K Oct 30, 2024 Held indirectly through Hercules Holding II F1, F2, F9, F10
transaction HCA Common Stock, par value $0.01 per share Other -$49.9M -138K -17.77% $361.55 639K Oct 30, 2024 Held indirectly through Hercules Holding II F1, F3, F9, F10
transaction HCA Common Stock, par value $0.01 per share Other -$231M -639K -100% $361.55 0 Oct 30, 2024 Held indirectly through Hercules Holding II F1, F3, F9, F10
transaction HCA Common Stock, par value $0.01 per share Other $49.9M +138K +109.34% $361.55 264K Oct 30, 2024 Held indirectly through Hercules Holding II by Patricia Frist Elcan 2011 Family Trust F1, F4, F9, F10
transaction HCA Common Stock, par value $0.01 per share Other $88.4M +245K +2.78% $361.55 9.03M Oct 30, 2024 Held indirectly by Trusts F1, F5, F9, F10
transaction HCA Common Stock, par value $0.01 per share Other $231M +639K +7.07% $361.55 9.67M Oct 30, 2024 Held indirectly by Trusts F1, F5, F9, F10
holding HCA Common Stock, par value $0.01 per share 41.1K Oct 30, 2024 Direct F6
holding HCA Common Stock, par value $0.01 per share 89.3K Oct 30, 2024 Held indirectly by Spouse F1, F7
holding HCA Common Stock, par value $0.01 per share 36.6M Oct 30, 2024 Held indirectly through Hercules Holding II by Frisco, Inc. F1, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Hercules Holding II ("Hercules") holds 68,912,077 shares of the 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 her pecuniary interest therein.
F2 The Reporting Person directly owns 404,512.099655 units of Hercules and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Healthcare, Inc. by virtue of her ownership in Hercules.
F3 The Reporting Person jointly owned with her spouse 776,573.9641 units of Hercules and therefore may have been deemed to own indirectly the same number of shares of common stock of HCA Healthcare, Inc. by virtue of her ownership in Hercules.
F4 The Reporting Person's spouse is the trustee of The Patricia Frist Elcan 2011 Family Trust, and the Reporting Person may therefore be deemed to be the beneficial owner of the 264,216.916981 units of Hercules held by such trust and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Healthcare, Inc.
F5 The Reporting Person is trustee of nine trusts for the benefit of her children, and the Reporting Person's spouse is trustee of three trusts for the benefit of the Reporting Person's children. The Reporting Person may, accordingly, be deemed to be the beneficial owner of the aggregate 147,261 shares of common stock of HCA Healthcare, Inc. held by such trusts. In addition, the Reporting Person may be deemed to be the beneficial owner of the 9,521,275.363238 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.
F6 The Reporting Person jointly owns with her spouse 41,052 shares of common stock of HCA Healthcare, Inc.
F7 The Reporting Person may be deemed to have indirect beneficial ownership in respect of 5,031 shares of common stock of HCA Healthcare, Inc. through an indirect pecuniary interest in such shares held by her spouse. In addition, the Reporting Person may be deemed to have indirect beneficial ownership in respect of 84,306.0149 units of Hercules, through an indirect pecuniary interest in such units held by her spouse, and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Healthcare, Inc.
F8 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 her 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.
F9 Pursuant to a power of substitution, on October 30, 2024, the Reporting Person transferred 138,000 jointly owned units of Hercules to The Patricia Frist Elcan 2011 Family Trust, 638,573.9641 jointly owned units of Hercules to three trusts for the benefit of her children of which the Reporting Person's spouse is trustee and 244,626.0359 directly owned units of Hercules to three trusts for the benefit of her children of which the Reporting Person's spouse is trustee. (continued in footnote 10)
F10 (continued from footnote 9) Each of these transfers was made at a price per unit of Hercules equal to $361.55 (the average of the high and low prices of the shares of common stock of HCA Healthcare, Inc. on October 30, 2024), which price was paid by transfer of a diversified basket of marketable securities and $13,726.20 in cash (in the case of The Patricia Frist Elcan 2011 Family Trust) and a diversified basket of marketable securities, mutual fund shares and $18,766,307.56 in cash (in the case of the three trusts). In each case, these transfers did not change the total number of shares of common stock of HCA Healthcare, Inc. of which the Reporting Person may be deemed to have beneficial ownership.