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Filing Details

Accession Number:: 0001181431-14-021499
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-05-28 18:15:50
Reporting Period:: 2014-05-23

Filing Date:: 2014-05-28
Accepted Time:: 2014-05-28 18:15:50
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 John Hancock Tower, 200 Clarendon Street Boston MA 02116		Yes	No	No	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	2014-05-23	6,449,562	$51.53	22,503,156	No	4	S	Indirect	See Footnotes
Common Stock, Par Value $0.01	Disposition	2014-05-23	7,277,314	$51.53	15,225,842	No	4	S	Indirect	See Footnotes

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

Footnotes

Represents shares of Common Stock of HCA sold in an underwritten secondary offering (the "Offering").
Represents share of Common Stock of HCA repurchased (the "Repurchase") by HCA Holdings, Inc.
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. Affiliates of BCI indirectly own 15,225,842 shares of Common Stock of HCA.
BCI is the administrative member Bain Capital Integral Investors 2006, LLC ("Integral 2006"). On May 23, 2014, Integral 2006 sold 5,919,334 shares of Common Stock of HCA in the Offering and 6,762,830 shares of Common Stock of HCA in the Repurchase. Following such sales, Integral 2006 held 14,149,421 shares of Common Stock of HCA. BCI may be deemed to share voting and dispositive power with respect to the 14,149,421 shares of Common Stock of HCA indirectly owned by Integral 2006 by virtue of its membership in Hercules II.
BCI is the administrative member of BCIP TCV, LLC ("BCIP TCV"). On May 23, 2014, BCIP TCV sold 50,272 shares of Common Stock of HCA in the Offering and 48,779 shares of Common Stock of HCA in the Repurchase. Following such sales, BCIP TCV owned 102,058 shares of Common Stock of HCA. BCI may be deemed to share voting and dispositive power with respect to the 102,058 shares of Common Stock of HCA indirectly owned by BCIP TCV by virtue of its membership in Hercules II.
BCI is the administrative member of Bain Capital Hercules Investors, LLC ("Hercules Investors" together with BCI, Integral 2006 and BCIP TCV, the "Bain Entities"). On May 23, 2014, Hercules Investors sold 479,956 shares of Common Stock of HCA in the Offering and 465,705 shares of Common Stock of HCA in the Repurchase. Following such sales, Hercules Investors held 974,363 shares of Common Stock of HCA. BCI may be deemed to beneficially own the 974,363 shares of Common Stock of HCA indirectly owned by Hercules Investors by virtue of its membership in Hercules II.
The governance, investment strategy and decision making process with respect to the investments held by the Bain Entities is directed by BCI's Global Private Equity Board ("GPEB"). Mr. Stephen Pagliuca is a Managing Director of BCI and a member of GPEB. By virtue of the relationships described in these footnotes, Mr. Pagliuca may be deemed to share the voting and dispositive power with respect to the 99,363,755 shares of Common Stock of HCA held by Hercules II. Mr. Pagliuca disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein.