Edgar Filing: HCA Holdings, Inc.

Ownership Submission

FORM 5

	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Form 3 Holdings Reported
	Form 4 Transactions Reported

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person ^*

FRIST THOMAS F JR

2. Issuer Name and Ticker or Trading Symbol
HCA Holdings, Inc. [HCA]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

3100 WEST END AVENUE

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2013

(Street)

NASHVILLE,Â TNÂ 37203

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Reporting
(check applicable line)
_X_ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person

(City)

(State)

(Zip)

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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.01 per share	02/25/2013	Â	G	485,292	D	$ 0	0	I	Held indirectly through Hercules Holding II, LLC by Patricia C. Frist 2010 GRAT No. 2 ⁽¹⁾ ⁽²⁾
Common Stock, par value $0.01 per share	02/25/2013	Â	G	485,295	D	$ 0	0	I	Held indirectly through Hercules Holding II, LLC by Thomas F. Frist, Jr. 2010 GRAT No. 4 ⁽¹⁾ ⁽³⁾
Common Stock, par value $0.01 per share	11/25/2013	Â	G	517,674	D	$ 0	0	I	Held indirectly through Hercules Holding II, LLC by Thomas F. Frist, Jr. 2011 GRAT No. 1 ⁽¹⁾ ⁽³⁾
Common Stock, par value $0.01 per share	11/25/2013	Â	G	232,836	D	$ 0	0	I	Held indirectly through Hercules Holding II, LLC by Patricia Champion Frist 2011 GRAT No. 1 ⁽¹⁾ ⁽²⁾
Common Stock, par value $0.01 per share	Â	Â	Â	Â	Â	Â	60,934.6299	I	Held indirectly through Hercules Holding II, LLC ⁽¹⁾ ⁽⁴⁾
Common Stock, par value $0.01 per share	Â	Â	Â	Â	Â	Â	204,968.4898	I	Held indirectly through Hercules Holding II, LLC by Patricia C. Frist ⁽¹⁾ ⁽⁴⁾
Common Stock, par value $0.01 per share	Â	Â	Â	Â	Â	Â	72,589.0649	I	Held indirectly through Hercules Holding II, LLC by Thomas F. Frist GST Tax Exempt Trust ⁽¹⁾ ⁽²⁾
Common Stock, par value $0.01 per share	Â	Â	Â	Â	Â	Â	6,465,982	I	Held indirectly through Hercules Holding II, LLC by Thomas F. Frist, Jr. 2009 GRAT ⁽¹⁾ ⁽²⁾
Common Stock, par value $0.01 per share	Â	Â	Â	Â	Â	Â	382,700.8834	I	Held indirectly through Hercules Holding II, LLC by Patricia Champion Frist 2013 GRAT ⁽¹⁾ ⁽²⁾
Common Stock, par value $0.01 per share	Â	Â	Â	Â	Â	Â	340,217	I	Held indirectly through Hercules Holding II, LLC by Patricia Champion Frist 2013 GRAT No. 3 ⁽¹⁾ ⁽²⁾
Common Stock, par value $0.01 per share	Â	Â	Â	Â	Â	Â	2,902,355.8722	I	Held indirectly through Hercules Holding II, LLC by Thomas F. Frist, Jr. 2012 GRAT No. 1 ⁽¹⁾ ⁽³⁾
Common Stock, par value $0.01 per share	Â	Â	Â	Â	Â	Â	835,726.7964	I	Held indirectly through Hercules Holding II, LLC by Thomas F. Frist, Jr. 2012 GRAT No. 2 ⁽¹⁾ ⁽³⁾
Common Stock, par value $0.01 per share	Â	Â	Â	Â	Â	Â	630,884.3884	I	Held indirectly through Hercules Holding II, LLC by Thomas F. Frist Jr. 2013 GRAT ⁽¹⁾ ⁽³⁾
Common Stock, par value $0.01 per share	Â	Â	Â	Â	Â	Â	387,659.7546	I	Held indirectly through Hercules Holding II, LLC by Frist Children's Trust ⁽¹⁾ ⁽³⁾
Common Stock, par value $0.01 per share	Â	Â	Â	Â	Â	Â	6,657,331.3176	I	Held indirectly through Hercules Holding II, LLC by Frist Children's Trust II ⁽¹⁾ ⁽³⁾
Common Stock, par value $0.01 per share	Â	Â	Â	Â	Â	Â	36,629,163.8593	I	Held indirectly through Hercules Holding II, LLC by Frisco, Inc. ⁽¹⁾ ⁽⁵⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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SEC 2270 (9-02)

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 Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
FRIST THOMAS F JR 3100 WEST END AVENUE NASHVILLE,Â TNÂ 37203	Â	Â X	Â	Â

Signatures

/s/ Natalie Harrison Cline, Attorney-in-Fact		02/14/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Hercules Holding II, LLC ("Hercules") holds 128,918,383 shares of the common stock of HCA Holdings, Inc. Hercules has issued one unit per share of HCA Holdings, Inc. that it owns directly. Hercules is held by a private investor group, including affiliates of Bain Capital Investors, LLC, Kohlberg Kravis Roberts & Co. L.P. and 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 Holdings, 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.
(2)	The Reporting Person is the trustee of (i) Thomas F. Frist GST Tax Exempt Trust, (ii) Thomas F. Frist, Jr. 2009 Grantor Retained Annuity Trust, (iii) Patricia Champion Frist 2013 Grantor Retained Annuity Trust, (iv) Patricia Champion Frist 2013 Grantor Retained Annuity Trust No. 3, (v) Patricia Champion Frist 2010 Grantor Retained Annuity Trust No. 2 and (vi) Patricia Champion Frist 2011 Grantor Retained Annuity Trust No. 1 and may be deemed to be the beneficial owner of the units of Hercules held by these trusts, and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Holdings, Inc.
(3)	The Reporting Person may be deemed to be the beneficial owner of the units of Hercules held by (i) Thomas F. Frist, Jr. 2012 Grantor Retained Annuity Trust No. 1, (ii) Thomas F. Frist, Jr. 2012 Grantor Retained Annuity Trust No. 2, (iii) Thomas F. Frist, Jr. 2013 Grantor Retained Annuity Trust, (iv) Thomas F. Frist, Jr. 2010 Grantor Retained Annuity Trust No. 4, (v) Thomas F. Frist, Jr. 2011 Grantor Retained Annuity Trust No. 1, (vi) Frist Children's Trust and (vii) Frist Children's Trust II, each of which his wife serves as trustee, and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Holdings, Inc.
(4)	The Reporting Person owns 60,934.6299 units of Hercules and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Holdings, Inc. by virtue of his membership in Hercules. The Reporting Person may also be deemed to have an indirect beneficial ownership in respect of 204,968.4898 units of Hercules, through an indirect pecuniary interest in such units held by his wife, Patricia C. Frist, and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Holdings, Inc.
(5)	The Reporting Person may be deemed to share voting and dispositive power with respect to 36,629,163.8593 shares of HCA Holdings, 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 Holdings, Inc.

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