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Filing Details

Accession Number:: 0001181431-11-018856
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2011-03-17 20:35:33
Reporting Period:: 2011-03-15

Filing Date:: 2011-03-17
Accepted Time:: 2011-03-17 20:35:33
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	Insider Title	Director	Officer	Large Shareholder	Other
1240386	G Stephen Pagliuca	C/O Bain Capital Partners, Llc 111 Huntington Avenue Boston MA 02199		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	15,619,633	$28.91	89,502,367	No	4	S	Indirect	See Footnotes

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

Footnotes

The shares of HCA Holdings, Inc. ("HCA") reported on this Form 4 are held of record by Hercules Holding II, LLC ("Hercules II"). Hercules II is held by a private investor group, including affiliates of Bain Capital Investors, LLC ("BCI"), Kohlberg Kravis & Roberts & Co. LLC and Merrill Lynch Global Private Equity, and affiliates of HCA founder Dr. Thomas F. Frist, Jr.
Includes 14,503,009 shares of common stock of HCA indirectly sold by Bain Capital Integral Investors 2006, LLC ("Integral 2006") by virtue of its membership in Hercules II. Mr. Pagliuca is Managing Director BCI. Because BCI is the administrative member of Integral 2006, Mr. Pagliuca may be deemed to share voting and dispositive power with respect to the 83,174,817 shares of Common Stock of HCA indirectly owned by Integral 2006 by virtue of its membership in Hercules Holding II. Mr. Pagliuca disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
Includes 105,869 shares of common stock of HCA indirectly sold by BCIP TCV, LLC ("BCIP TCV") by virtue of its membership in Hercules II. Because BCI is the administrative member of BCIP TCV, Mr. Pagliuca may be deemed to share voting and dispositive power with respect to the 599,929 shares of Common Stock of HCA indirectly owned by BCIP TCV by virtue of its membership in Holdings. Mr. Pagliuca disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
Includes 1,010,755 shares of common stock of HCA indirectly sold by Bain Capital Hercules investors, LLC ("Hercules Investors" together with BCI, Integral 2006 and BCIP TCV, the "Bain Capital Entities"), by virtue of its membership in Hercules II. Because BCI is the administrative member of Hercules Investors, LLC, Mr. Pagliuca may be deemed to share voting and dispositive power with respect to the 5,727,621 shares of Common Stock of HCA indirectly owned by Hercules Investors by virtue of its membership in Holdings. Mr. Pagliuca disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
As a result of the relationships described in the forgoing footnotes, the Bain Capital Entities may be deemed to share voting and dispositive power with respect to the 357,440,258 shares of Common Stock of HCA held by Hercules II. Each of the Bain Capital Entities disclaims beneficial ownership of such securities, except to the extent of its pecuniary interest therein.
This amount represents a price to the public of $30.00 per share of common stock, less an underwriting discount of $1.0875.