William R. Frist - Apr 29, 2025 Form 4 Insider Report for HCA Healthcare, Inc. (HCA)

Signature
/s/ Rawls Butler, Attorney-in-Fact
Stock symbol
HCA
Transactions as of
Apr 29, 2025
Transactions value $
$3,577,854
Form type
4
Date filed
5/1/2025, 07:30 PM
Previous filing
May 1, 2024

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 +1.03K +8.62% $0.00 12.9K Apr 29, 2025 Direct F1
transaction HCA Common Stock, par value $0.01 per share Other $3.58M +10.5K +0.67% $340.60 1.57M Apr 30, 2025 Held indirectly by WRF 2015, LLC F2, F3, F4
holding HCA Common Stock, par value $0.01 per share 942K Apr 29, 2025 Held indirectly through Hercules Holding II F2, F5
holding HCA Common Stock, par value $0.01 per share 10.4K Apr 29, 2025 Held indirectly by Spouse and Children F2, F6
holding HCA Common Stock, par value $0.01 per share 1.21M Apr 29, 2025 Held indirectly by the William R. Frist Family Partnership F2, F7
holding HCA Common Stock, par value $0.01 per share 7.07M Apr 29, 2025 Held indirectly by the William R. Frist 2010 Family Trust F2, F7
holding HCA Common Stock, par value $0.01 per share 3.98M Apr 29, 2025 Held indirectly by Trusts for Children F2, F8
holding HCA Common Stock, par value $0.01 per share 36.6M Apr 29, 2025 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 Represents common stock of HCA Healthcare, Inc. underlying 645 restricted share units attributable to an annual director equity award and 381 restricted share units received in lieu of an annual cash retainer for service as a director. The restricted share units shall vest on the sooner of the date of the 2026 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 Hercules Holding II ("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 beneficial ownership of these securities, except to the extent of his pecuniary interest therein.
F3 The Reporting Person is an officer and a managing member of WRF 2015, LLC and may be deemed to own indirectly the 1,562,273.8051 units of Hercules and the 12,623 shares of common stock of HCA Healthcare, Inc. held by such entity, and may therefore be deemed to own indirectly the same number of shares of common stock of HCA Healthcare, Inc.
F4 On April 30, 2025, the Reporting Person and the William R. Frist 2010 Family Trust transferred units of WRF 2015, LLC to a trust for the benefit of the Reporting Person's children, of which the Reporting Person's spouse is a trustee. The units transferred corresponded to indirect ownership of a total of 10,420.3663 units of Hercules and 84.1954 shares of common stock of HCA Healthcare, Inc. and were made at a net cash price of $340.60 (the average of the high and low prices of the shares of common stock of HCA Healthcare, Inc. on April 30, 2025) per share of common stock of HCA Healthcare, Inc. or unit of Hercules. In each case, these transfers changed neither the number of units of Hercules or shares of common stock of HCA Healthcare, Inc. held by WRF 2015, LLC, nor the total number of shares of common stock of HCA Healthcare, Inc. of which the Reporting Person may be deemed to have beneficial ownership.
F5 The Reporting Person directly owns 941,764.95 units of Hercules and may therefore be deemed to own indirectly the same number of shares of common stock of HCA Healthcare, Inc.
F6 The Reporting Person may be deemed to own indirectly 1,416 shares of common stock of HCA Healthcare, Inc. and 9,020.54 units of Hercules owned by his spouse and children, and may 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 own indirectly (i) 1,147,828.7937 units of Hercules and 60,678 shares of common stock of HCA Healthcare, Inc. held by the William R. Frist Family Partnership, of which his spouse is a trustee, and (ii) 6,744,598.3191 units of Hercules and 328,229 shares of common stock of HCA Healthcare, Inc. held by The William R. Frist 2010 Family Trust, of which the Reporting Person is a trustee.
F8 The Reporting Person may be deemed to own indirectly 3,980,285.6921 units of Hercules and 2,712 shares of common stock of HCA Healthcare, Inc. held by trusts for the benefit of his children, of each of which his spouse is a trustee, and may therefore 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 common stock of HCA Healthcare, Inc. beneficially owned by Frisco, Inc., by virtue of his position as a director of Frisco, Inc. Frisco, Inc. holds 36,629,163.8593 units of Hercules, and may therefore be deemed to own indirectly the same number of shares of common stock of HCA Healthcare, Inc.