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Filing Details

Accession Number:: 0001209191-14-037446
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-05-28 17:25:36
Reporting Period:: 2014-05-23

Filing Date:: 2014-05-28
Accepted Time:: 2014-05-28 17:25:36
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
1081714	R Henry Kravis	C/O Kohlberg Kravis Roberts &Amp; Co. L.p. 9 West 57Th Street, Suite 4200 New York NY 10019	No	No	Yes	No
1081715	R George Roberts	C/O Kohlberg Kravis Roberts &Amp; Co. L.p. 9 West 57Th Street, Suite 4200 New York NY 10019	No	No	Yes	No
1472695	Ltd Group Kkr	C/O Kohlberg Kravis Roberts &Amp; Co. L.p. 9 West 57Th Street, Suite 4200 New York NY 10019	No	No	Yes	No
1472696	L.p. Holdings Group 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	2014-05-23	2,988,574	$51.53	8,966,979	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	2014-05-23	2,899,839	$51.53	6,067,140	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	2014-05-23	2,773,083	$51.53	8,320,413	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	2014-05-23	2,690,746	$51.53	5,629,667	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	2014-05-23	1,267,429	$51.53	3,802,820	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	2014-05-23	1,229,797	$51.53	2,573,023	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	2014-05-23	102,492	$51.53	307,520	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	2014-05-23	99,449	$51.53	208,071	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	2014-05-23	62,917	$51.53	188,778	No	4	S	Indirect	Held though Hercules Holding II, LLC and OPERF Co-Investment LLC
Common Stock, Par Value $0.01 Per Share	Disposition	2014-05-23	61,049	$51.53	127,729	No	4	S	Indirect	Held though Hercules Holding II, LLC and OPERF Co-Investment LLC
Common Stock, Par Value $0.01 Per Share	Disposition	2014-05-23	305,505	$51.53	916,642	No	4	S	Indirect	Held though Hercules Holding II, LLC and 8 North America Investor, L.P.
Common Stock, Par Value $0.01 Per Share	Disposition	2014-05-23	296,434	$51.53	620,208	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 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 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 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 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 OPERF Co-Investment LLC
No	4	S	Indirect	Held though Hercules Holding II, LLC and 8 North America Investor, L.P.
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 Citigroup Global Markets Inc. pursuant to an underwriting agreement (the "Underwriting Agreement") and final prospectus supplement, each dated May 19, 2014, Hercules Holding II, LLC ("Hercules"), as a selling shareholder, sold 13,949,562 shares of Common Stock of the Company at $51.53 per share. The Secondary Offering closed on May 23, 2014.
In connection with the repurchase of Common Stock from Hercules by the Company (the "Share Repurchase") pursuant to a share repurchase agreement between the Company and Hercules, Hercules sold 14,554,628 shares of Common Stock of the Company at $51.53 per share. The Share Repurchase closed on May 23, 2014.
Following the sale of shares of Common Stock reported herein, Hercules directly holds 99,363,755 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. Each of such persons disclaims membership in any such group and each of such persons other than Hercules disclaims beneficial ownership of these securities, except to the extent of its pecuniary interest therein.
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 PEI Investments, L.P., KKR PEI Associates, L.P., KKR PEI GP Limited, 8 North America Investor L.P., KKR Associates 8 NA L.P., KKR 8 NA Limited, KKR Fund Holdings L.P., KKR Fund Holdings GP Limited, KKR & Co. L.P. and KKR Management LLC have made a separate Form 4 filing.