Patricia F. Elcan - Dec 31, 2021 Form 5 Insider Report for HCA Healthcare, Inc. (HCA)

Role
10%+ Owner
Signature
/s/ Natalie Harrison Cline, Attorney-in-Fact
Stock symbol
HCA
Transactions as of
Dec 31, 2021
Transactions value $
$0
Form type
5
Date filed
2/14/2022, 05:32 PM
Next 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 Gift $0 -201K -100% $0.00* 0 Nov 12, 2021 Held indirectly through Hercules Holding II by Patricia F. Elcan 2019 Annuity Trust II F1, F2
transaction HCA Common Stock, par value $0.01 per share Gift $0 +201K +2.61% $0.00 7.88M Nov 12, 2021 Held indirectly by GRATs F2, F3
holding HCA Common Stock, par value $0.01 per share 41.1K Dec 31, 2021 Direct F4
holding HCA Common Stock, par value $0.01 per share 777K Dec 31, 2021 Held indirectly through Hercules Holding II F2, F4
holding HCA Common Stock, par value $0.01 per share 649K Dec 31, 2021 Held indirectly through Hercules Holding II F2, F5
holding HCA Common Stock, par value $0.01 per share 89K Dec 31, 2021 Held indirectly by Spouse F2, F6
holding HCA Common Stock, par value $0.01 per share 126K Dec 31, 2021 Held indirectly through Hercules Holding II by Patricia Frist Elcan 2011 Family Trust F2, F7
holding HCA Common Stock, par value $0.01 per share 908K Dec 31, 2021 Held indirectly by Trusts F2, F8
holding HCA Common Stock, par value $0.01 per share 36.6M Dec 31, 2021 Held indirectly through Hercules Holding II by Frisco, Inc. F2, F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The Reporting Person is trustee of the Patricia F. Elcan 2019 Annuity Trust II and the Reporting Person may therefore be deemed to be the beneficial owner of the units of Hercules Holding II ("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.
F2 Hercules holds 68,912,077 shares of 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.
F3 The Reporting Person is trustee of three grantor retained annuity trusts for the benefit of her children, and the Reporting Person's spouse is trustee of three grantor retained annuity 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 116,766 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 7,760,565.089138 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.
F4 The Reporting Person jointly owns with her spouse 41,052 shares of common stock of HCA Healthcare, Inc. and 776,573.9641 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.
F5 The Reporting Person directly owns 649,138.135555 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.
F6 The Reporting Person may be deemed to have indirect beneficial ownership in respect of 4,706 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.
F7 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 126,216.916981 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.
F8 The Reporting Person is trustee of three trusts for the benefit of her children. The Reporting Person may, accordingly, be deemed to be the beneficial owner of the 30,495 shares of common stock of HCA Healthcare, Inc. held by such trust. In addition, the Reporting Person may be deemed to be the beneficial owner of the 877,510.2741 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.
F9 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.