Thomas F. Frist III - Apr 25, 2022 Form 4 Insider Report for HCA Healthcare, Inc. (HCA)

Role
Director, 10%+ Owner
Signature
/s/ Natalie Harrison Cline, Attorney-in-Fact
Stock symbol
HCA
Transactions as of
Apr 25, 2022
Transactions value $
$0
Form type
4
Date filed
4/27/2022, 06:19 PM
Previous filing
Jun 1, 2022
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 Award $0 +1.9K +21.29% $0.00 10.8K Apr 25, 2022 Direct F1
holding HCA Common Stock, par value $0.01 per share 3.59M Apr 25, 2022 Held indirectly through Hercules Holding II F2, F3
holding HCA Common Stock, par value $0.01 per share 9.5K Apr 25, 2022 Held indirectly through Hercules Holding II by Spouse F3, F4
holding HCA Common Stock, par value $0.01 per share 28.5K Apr 25, 2022 Held indirectly through Hercules Holding II by Trusts for Children F3, F5
holding HCA Common Stock, par value $0.01 per share 2.35M Apr 25, 2022 Held indirectly through Hercules Holding II by Trusts for Children F3, F5
holding HCA Common Stock, par value $0.01 per share 1.03M Apr 25, 2022 Held indirectly through Hercules Holding II by Thomas F. Frist III 2007 Family Trust F3, F6
holding HCA Common Stock, par value $0.01 per share 36.6M Apr 25, 2022 Held indirectly through Hercules Holding II by Frisco, Inc. F6, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents common stock underlying 902 restricted share units attributable to an annual director equity award and 997 restricted share units received in lieu of annual cash retainers for service as a director and as Chairman of the Board. The restricted share units shall vest on the sooner of the date of the 2023 annual shareholders' meeting of HCA Healthcare, Inc. or the first anniversary of the grant date. Vested shares will be delivered to the Reporting Person on the date the Reporting Person ceases to be a member of the Board of Directors of HCA Healthcare, Inc.
F2 The Reporting Person directly owns 3,590,019.444022 units of Hercules Holding II ("Hercules") and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Healthcare, Inc.
F3 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 his pecuniary interest therein.
F4 The Reporting Person may be deemed to have an indirect beneficial ownership in respect of 9,496.54 units of Hercules through an indirect pecuniary interest in such units held by his spouse, and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Healthcare, Inc.
F5 The Reporting Person may be deemed to be the beneficial owner of the aggregate (i) 28,489.62 units of Hercules held by certain trusts for the benefit of the Reporting Person's children, each of which his sister serves as trustee, and (ii) 2,348,330.3574 units of Hercules held by certain trusts for the benefit of the Reporting Person's children, each of which his spouse serves as trustee, and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Healthcare, Inc.
F6 The Reporting Person's spouse is trustee of The Thomas F. Frist III 2007 Family Trust and the Reporting Person may therefore be deemed to be the beneficial owner of the 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.
F7 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 his 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.