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Filing Details

Accession Number:: 0001140361-11-017534
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2011-03-17 19:47:28
Reporting Period:: 2011-03-15

Filing Date:: 2011-03-17
Accepted Time:: 2011-03-17 19:47:28
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		Yes	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	Disposition	2011-03-15	18,989,036	$28.91	76,272,414	No	4	S	Indirect	Held through Hercules Holdings II, LLC and ML Global Private Equity Fund, L.P.
Common Stock, Par Value $0.01	Disposition	2011-03-15	1,120,019	$28.91	4,498,730	No	4	S	Indirect	Held through Hercules Holdings II, LLC and ML HCA Co-Invest, L.P.
Common Stock, Par Value $0.01	Disposition	2011-03-15	880,401	$28.91	3,536,265	No	4	S	Indirect	Held through Hercules Holdings II, LLC and Merrill Lynch Ventures L.P. 2001

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	Held through Hercules Holdings II, LLC and ML Global Private Equity Fund, L.P.
No	4	S	Indirect	Held through Hercules Holdings II, LLC and ML HCA Co-Invest, L.P.
No	4	S	Indirect	Held through Hercules Holdings II, LLC and Merrill Lynch Ventures L.P. 2001

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 its subsidiaries. BAC is an indirect beneficial owner of the shares of common stock of HCA Holdings, Inc. (the "Issuer"), held indirectly through its affiliates as described in footnotes 2-4, below.
ML Global Private Equity Fund, L.P., now BAML Capital Partners, ("MLGPELP Fund") may be deemed to indirectly own these shares of the Issuer's common stock by virtue of the membership interests it holds in Hercules Holding II, LLC ("Hercules"). MLGPE Ltd. is the general partner of MLGPELP Fund and is a wholly owned subsidiary of ML Global Private Equity Partners, L.P. ("MLGPEP"), the general partner of which is Merrill Lynch GP, Inc. ("ML GP"), which is a wholly owned subsidiary of Merrill Lynch Group, Inc. ("ML Group"), which is a wholly owned subsidiary of Merrill Lynch & Co., Inc. ("ML&Co."), which is a wholly owned subsidiary of BAC. The investment committee of MLGPEP has decision-making power over the voting and disposition of shares of portfolio investments of MLGPELP Fund, including MLGPELP Fund's investment in the Issuer. However, the consent of ML GP is expressly required in connection with any such vote or disposition.
ML HCA Co-Invest, L.P. ("ML Co-Invest LP") may be deemed to indirectly own these shares of the Issuer's common stock by virtue of the membership interests it holds in Hercules. Investment decisions for ML Co-Invest LP are made by the board of directors of ML HCA Co-Invest, Ltd., a wholly owned subsidiary of MLGPELP Fund.
Merrill Lynch Ventures L.P. 2001 ("ML Ventures LP") may be deemed to indirectly own these shares of the Issuer's common stock by virtue of the membership interests it holds in Hercules. Merrill Lynch Ventures, LLC ("ML Ventures LLC"), is a wholly owned subsidiary of ML Group and the sole general partner of ML Ventures LP.
Reflects a 4.505 to 1 forward stock split that occurred on March 9, 2011 in respect of units of Hercules and shares of the Issuer.
This amount represents the $30.00 secondary public offering price per share of the Issuer's common stock less the underwriting discount of $1.0875 per share of the Issuer's common stock.
Hercules directly holds all the shares of the Issuer's common stock reported herein. The membership interests of Hercules are held by a private investor group, including affiliates of Bain Capital Partners, LLC, Kohlberg Kravis Roberts & Co. L.P. and MLGPELP Fund, and affiliates of the Issuer's founder Dr. Thomas F. Frist, Jr. BAC, through its affiliates, may be deemed to be a member of a group exercising voting and investment control over the shares of common stock held by Hercules. However, each of BAC and its affiliates disclaims membership in any such group and disclaims beneficial ownership of these securities, except to the extent of its pecuniary interest therein. The filing of this statement shall not be deemed an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, BAC is the beneficial owner of the securities covered by this statement except to the extent of its pecuniary interest therein.
MLGPELP Fund, ML Ventures LP and certain of their permitted transferees collectively have the right under Hercules's limited liability company agreement to nominate up to three directors of the Issuer. Three employees of MLGPE Ltd. are on the board of the Issuer. Each of BAC and its other affiliates hereby disclaims its possible status as a director of the Issuer.
Transaction executed pursuant to the Underwriting Agreement, by and among the Issuer, the Selling Shareholders listed therein, Merrill Lynch, Pierce, Fenner & Smith Incorporated, and the other Underwriters named therein, dated as of March 9, 2011, and filed as Exhibit 1.1 to Amendment No. 2 to Form S-1 filed by the Issuer on March 9, 2011.
In connection with this transaction, BAC has agreed to voluntarily remit appropriate profits, if any, to the Issuer. BAC disclaims that such transaction is subject to reporting under Section 16(a) or disgorgement under Section 16(b), and this report shall not be deemed an admission that those sections apply to such transaction.