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Filing Details

Accession Number:: 0001181431-13-002993
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2013-01-11 16:36:57
Reporting Period:: 2012-11-06

Filing Date:: 2013-01-11
Accepted Time:: 2013-01-11 16:36:57
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	Insider Title	Director	Officer	Large Shareholder	Other
70858	Bank Of America Corp /De/	Bank Of America Corporate Center 100 N Tryon St Charlotte NC 28255		No	No	No	Yes

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	Disposition	2012-11-06	148,143	$30.74	2,652,364	No	4	S	Indirect	See Footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	See Footnotes

Footnotes

This Form 4 is being filed by Bank of America Corporation ("BAC"), a Delaware corporation and bank holding company registered under the Bank Holding Company Act of 1956, on behalf of itself and certain of its subsidiaries. BAC was an indirect beneficial owner of the shares of common stock of HCA Holdings, Inc. (the "Issuer") held directly or indirectly through certain of its subsidiaries.
On November 5, 2012, Hercules Holding II, LLC ("Hercules") made a distribution of shares of the Issuer's common stock to certain of its members in exchange for the pro rata portion of the outstanding membership interests of Hercules held by such members, including a distribution (the "Distribution") of these shares to Merrill Lynch Ventures L.P. 2001 ("ML Ventures LP").
Represents shares held by ML Ventures LP. Merrill Lynch Ventures, LLC, is the general partner of ML Ventures LP and a wholly owned subsidiary of Merrill Lynch Group, Inc., which is a wholly owned subsidiary of Merrill Lynch & Co., Inc., which is a wholly owned subsidiary of BAC.
In connection with this transaction, BAC has agreed to voluntarily remit appropriate profits, if any, to the Issuer. BAC disclaims that this transaction is matchable against a transaction that is subject to reporting under Section 16(a), or disgorgement under Section 16(b), of the Securities Exchange Act of 1934, as amended (the "Act"), and this report shall not be deemed an admission that those sections apply to such transaction.
The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.60 to $30.84 per share, inclusive. BAC shall provide to the Securities and Exchange Commission, the Issuer, or any security holder of the Issuer, upon request, full information regarding the number of shares sold at each separate price.
Following the Distribution, through ML Ventures LP's membership interest in Hercules, ML Ventures LP beneficially owned 2,652,364 shares of the Issuer's common stock held by Hercules. Pursuant to its right under Hercules' Amended and Restated Limited Liability Company Agreement, dated November 17, 2006 (the "LLC Agreement"), ML Ventures LP thereafter elected to withdraw as a member of Hercules and as a party to the LLC Agreement (the "Withdrawal"). In connection with the Withdrawal, on November 20, 2012, Hercules distributed 2,652,364 shares of the Issuer's common stock on a pro rata basis to ML Ventures LP in exchange for ML Ventures LP's remaining outstanding membership interests of Hercules.
(continued from footnote 6) As a result of the Withdrawal, BAC may no longer be deemed to be a member of a group exercising voting and investment control over the shares of the Issuer's common stock held by Hercules and therefore may no longer be deemed to be subject to Section 16 of the Act concerning the securities of the Issuer. Each of BAC and its affiliates declares that neither the filing of this report nor anything herein shall be construed as an admission that such person was, for the purposes of Section 13(d) of the Act or any other purpose, (i) acting (or had agreed to act) with any other person as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any syndicate or group with respect to the Issuer or any securities of the Issuer.