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Filing Details

Accession Number:: 0001104659-12-085039
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2012-12-18 19:20:33
Reporting Period:: 2012-12-14

Filing Date:: 2012-12-18
Accepted Time:: 2012-12-18 19:20:33
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
860730	Hca Holdings Inc.	HCA	Services-General Medical & Surgical Hospitals, Nec (8062)	273865930

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1404912	Kkr & Co. L.p.	C/O Kohlberg Kravis Roberts &Amp; Co. L.p. 9 West 57Th Street, Suite 4200 New York NY 10019	No	No	Yes	No
1432719	Kkr Pei Investments, L.p.	C/O Kohlberg Kravis Roberts &Amp; Co. L.p. 9 West 57Th Street, Suite 4200 New York NY 10019	No	No	Yes	No
1432720	Ltd Gp Pei Kkr	C/O Kohlberg Kravis Roberts &Amp; Co. L.p. 9 West 57Th Street, Suite 4200 New York NY 10019	No	No	Yes	No
1432722	Kkr Pei Associates, L.p.	C/O Kohlberg Kravis Roberts &Amp; Co. L.p. 9 West 57Th Street, Suite 4200 New York NY 10019	No	No	Yes	No
1459135	Ltd Na 8 Kkr	C/O Kohlberg Kravis Roberts &Amp; Co. L.p. 9 West 57Th Street, Suite 4200 New York NY 10019	No	No	Yes	No
1459136	L.p. Na 8 Associates Kkr	C/O Kohlberg Kravis Roberts &Amp; Co. L.p. 9 West 57Th Street, Suite 4200 New York NY 10019	No	No	Yes	No
1459137	L.p. Investor America North 8	C/O Kohlberg Kravis Roberts &Amp; Co. L.p. 9 West 57Th Street, Suite 4200 New York NY 10019	No	No	Yes	No
1472694	Kkr Management Llc	C/O Kohlberg Kravis Roberts &Amp; Co. L.p. 9 West 57Th Street, Suite 4200 New York NY 10019	No	No	Yes	No
1472697	Ltd Gp Holdings Fund Kkr	C/O Kohlberg Kravis Roberts &Amp; Co. L.p. 9 West 57Th Street, Suite 4200 New York NY 10019	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock, Par Value $0.01 Per Share	Disposition	2012-12-14	6,091,208	$33.00	29,573,387	No	4	S	Indirect	Held though Hercules Holding II, LLC and KKR Millennium Fund L.P.
Common Stock, Par Value $0.01 Per Share	Disposition	2012-12-14	5,652,001	$33.00	27,440,990	No	4	S	Indirect	Held though Hercules Holding II, LLC and KKR 2006 Fund L.P.
Common Stock, Par Value $0.01 Per Share	Disposition	2012-12-14	2,583,231	$33.00	12,541,825	No	4	S	Indirect	Held though Hercules Holding II, LLC and KKR PEI investments, L.P.
Common Stock, Par Value $0.01 Per Share	Disposition	2012-12-14	208,896	$33.00	1,014,209	No	4	S	Indirect	Held though Hercules Holding II, LLC and KKR Partners III, L.P.
Common Stock, Par Value $0.01 Per Share	Disposition	2012-12-14	128,236	$33.00	622,595	No	4	S	Indirect	Held though Hercules Holding II, LLC and OPERF Co-Investment LLC
Common Stock, Par Value $0.01 Per Share	Disposition	2012-12-14	622,669	$33.00	3,023,115	No	4	S	Indirect	Held though Hercules Holding II, LLC and 8 North America Investor, L.P.

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	Held though Hercules Holding II, LLC and KKR Millennium Fund L.P.
No	4	S	Indirect	Held though Hercules Holding II, LLC and KKR 2006 Fund L.P.
No	4	S	Indirect	Held though Hercules Holding II, LLC and KKR PEI investments, L.P.
No	4	S	Indirect	Held though Hercules Holding II, LLC and KKR Partners III, L.P.
No	4	S	Indirect	Held though Hercules Holding II, LLC and OPERF Co-Investment LLC
No	4	S	Indirect	Held though Hercules Holding II, LLC and 8 North America Investor, L.P.

Footnotes

In connection with the secondary offering (the "Secondary Offering") of common stock, par value $0.01 per share (the "Common Stock"), of HCA Holdings, Inc. (the "Company") by certain selling shareholders to Morgan Stanley & Co. LLC pursuant to an underwriting agreement (the "Underwriting Agreement") and final prospectus supplement, each dated December 10, 2012, Hercules Holding II, LLC, as a selling shareholder, sold 31,746,822 shares of Common Stock of the Company at $33.00 per share. The Secondary Offering closed on December 14, 2012.
Following the sale of shares of Common Stock reported herein, Hercules Holding II, LLC directly holds 231,892,365 shares of Common Stock, including all of the shares of Common Stock reported herein. The membership interests of Hercules Holding II, LLC are held by a private investor group, including affiliates of Bain Capital Partners, LLC, Kohlberg Kravis Roberts & Co. L.P. and Company founder Dr. Thomas F. Frist, Jr.
KKR Millennium Fund may be deemed to indirectly beneficially own all of these shares by virtue of the membership interests it holds in Hercules Holdings II, LLC. The sole general partner of the KKR Millennium Fund is KKR Associates Millennium L.P., and KKR Millennium GP LLC is the sole general partner of KKR Associates Millennium L.P. The designated member of KKR Millennium GP LLC is KKR Fund Holdings L.P.
KKR 2006 Fund L.P. may be deemed to indirectly beneficially own these shares of Common Stock by virtue of the membership interests it holds in Hercules Holdings II, LLC. The sole general partner of the KKR 2006 Fund L.P. is KKR Associates 2006 L.P., and the sole general partner of KKR Associates 2006 L.P. is KKR 2006 GP LLC. The designated member of KKR 2006 GP LLC is KKR Fund Holdings L.P.
KKR PEI Investments, L.P. may be deemed to indirectly beneficially own these shares of Common Stock by virtue of the membership interests it holds in Hercules Holdings II, LLC. The sole general partner of KKR PEI Investments, L.P. is KKR PEI Associates, L.P., and the sole general partner of KKR PEI Associates, L.P. is KKR PEI GP Limited. The sole shareholder of KKR PEI GP Limited is KKR Fund Holdings L.P.
KKR Partners III, L.P. may be deemed to indirectly beneficially own these shares of Common Stock by virtue of the membership interests it holds in Hercules Holdings II, LLC. The sole general partner of KKR Partners III, L.P. is KKR III GP LLC. The managers of KKR III GP LLC are Messrs. Henry R. Kravis and George R. Roberts.
OPERF Co-Investment may be deemed to indirectly beneficially own these shares of Common Stock by virtue of the membership interests it holds in Hercules Holdings II, LLC. The sole general manager of OPERF Co-Investment is KKR Associates 2006 L.P, and the sole general partner of KKR Associates 2006 L.P. is KKR 2006 GP LLC. The designated member of KKR 2006 GP LLC is KKR Fund Holdings L.P.
8 North America Investor L.P. may be deemed to indirectly beneficially own these shares of Common Stock by virtue of the membership interests it holds in Hercules Holdings II, LLC. The sole general partner of 8 North America Investor L.P. is KKR Associates 8 NA L.P., and the sole general partner of KKR Associates 8 NA L.P. is KKR 8 NA Limited. The sole shareholder of KKR 8 NA Limited is KKR Fund Holdings L.P.
The general partners of KKR Fund Holdings L.P. are KKR Fund Holdings GP Limited and KKR Group Holdings L.P. The sole shareholder of KKR Fund Holdings GP Limited is KKR Group Holdings L.P. The sole general partner of KKR Group Holdings L.P. is KKR Group Limited. The sole shareholder of KKR Group Limited is KKR & Co. L.P. The sole general partner of KKR & Co. L.P. is KKR Management LLC. The designated members of KKR Management LLC are Henry R. Kravis and George R. Roberts.
Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein.
Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, KKR Millennium Fund L.P., KKR Associates Millennium L.P., KKR Millennium GP LLC, KKR 2006 Fund L.P., KKR Associates 2006 L.P., KKR 2006 GP LLC, OPERF Co-Investment LLC, KKR Partners III, L.P., KKR III GP LLC, KKR Fund Holdings L.P., KKR Group Holdings L.P., KKR Group Limited and Messrs. Henry R. Kravis and George R. Roberts have made a separate Form 4 filing.