Statement of Changes in Beneficial Ownership (4)
03 November 2021 - 10:35AM
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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
*
HAZEN SAMUEL N |
2. Issuer Name and Ticker or Trading Symbol
HCA Healthcare, Inc.
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HCA
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) CEO |
(Last)
(First)
(Middle)
ONE PARK PLAZA |
3. Date of Earliest Transaction
(MM/DD/YYYY)
10/29/2021 |
(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 | 10/29/2021 | | M | | 152625 | A | $47.97 | 451454 | D | |
Common Stock | 10/29/2021 | | F | | 77790 | D | $250.46 | 373664 | D | |
Common Stock | 11/2/2021 | | S | | 8581 | D | $250.9647 (1) | 365083 | D | |
Common Stock | 11/2/2021 | | S | | 38260 | D | $251.8356 (2) | 326823 | D | |
Common Stock | 11/2/2021 | | S | | 3159 | D | $252.4423 (3) | 323664 | D | |
Common Stock | | | | | | | | 813320 | I | By LP |
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) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
Stock Appreciation Right | $47.97 | 10/29/2021 | | M | | | 82500 | (4) | 2/5/2024 | Common Stock | 82500 | $0.00 | 0 | D | |
Stock Appreciation Right | $47.97 | 10/29/2021 | | M | | | 70125 | (5) | 2/5/2024 | Common Stock | 70125 | $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 $250.24 to $251.23, inclusive. The reporting person undertakes to provide to HCA Healthcare, Inc., any security holder of HCA Healthcare, 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) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $251.24 to $252.23, inclusive. The reporting person undertakes to provide to HCA Healthcare, Inc., any security holder of HCA Healthcare, 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. |
(3) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $252.24 to $252.76, inclusive. The reporting person undertakes to provide to HCA Healthcare, Inc., any security holder of HCA Healthcare, 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. |
(4) | The stock appreciation rights vested in four equal annual installments beginning on February 5, 2015. |
(5) | The stock appreciation rights vested at the end of fiscal years 2014, 2015, 2016 and 2017 based upon the achievement of certain annual EBITDA performance targets. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
HAZEN SAMUEL N ONE PARK PLAZA NASHVILLE, TN 37203 | X |
| CEO |
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Signatures
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/s/ Natalie Harrison Cline, Attorney-in-Fact | | 11/2/2021 |
**Signature of Reporting Person | Date |
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