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Filing Details

Accession Number:: 0001209191-11-006731
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2011-02-03 14:15:01
Reporting Period:: 2011-02-02

Filing Date:: 2011-02-03
Accepted Time:: 2011-02-03 14:15:01
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
860730	Hca Holdings Inc.	(NONE)	Services-General Medical & Surgical Hospitals, Nec (8062)	273865930

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
900596	Jr F Thomas Frist	3100 West End Avenue Nashville TN 37203		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	2011-02-02	675,000	$104.22	1,248,376	No	4	J	Indirect	Held indirectly through Hercules Holding II, LLC by the Thomas F. Frist, Jr. 2009 GRAT
Common Stock, Par Value $0.01 Per Share	Disposition	2011-02-02	675,000	$104.22	13,526	No	4	S	Indirect	Held indirectly through Hercules Holding II, LLC

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	J	Indirect	Held indirectly through Hercules Holding II, LLC by the Thomas F. Frist, Jr. 2009 GRAT
No	4	S	Indirect	Held indirectly through Hercules Holding II, LLC

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock, Par Value $0.01 Per Share	319,878	Indirect	Held indirectly through Hercules Holding II, LLC by the Thomas F. Frist 2010 GRAT NO. 4
Common Stock, Par Value $0.01 Per Share	300,000	Indirect	Held indirectly through Hercules Holding II, LLC by the Thomas F. Frist, Jr. 2010 GRAT
Common Stock, Par Value $0.01 Per Share	16,113	Indirect	Held indirectly through Hercules Holding II, LLC by the Thomas F. Frist GST Tax Exempt Trust
Common Stock, Par Value $0.01 Per Share	319,877	Indirect	Held indirectly through Hercules Holding II, LLC by the Patricia Frist 2010 GRAT No. 2
Common Stock, Par Value $0.01 Per Share	751,760	Indirect	Held indirectly through Hercules Holding II, LLC by Trusts for benefit of grandchildren
Common Stock, Par Value $0.01 Per Share	45,498	Indirect	Held indirectly through Hercules Holding II, LLC by Patricia C. Frist
Common Stock, Par Value $0.01 Per Share	17,804,125	Indirect	Held indirectly through Hercules Holding II, LLC by Frisco, Inc.
Common Stock, Par Value $0.01 Per Share	17,804,125	Indirect	Held indirectly through Hercules Holding II, LLC by Frisco Partners

Footnotes

Hercules Holding II, LLC ("Hercules") holds 91,845,692 shares of the common stock of HCA Holdings, Inc. Hercules has issued one unit per share of HCA Holdings, Inc. that it owns directly. Hercules is held by a private investor group, including affiliates of Bain Capital Investors, LLC, Kohlberg Kravis Roberts & Co. L.P. and Merrill Lynch Global Private Equity, and affiliates of HCA Inc. founder Dr. Thomas F. Frist, Jr. The Reporting Person may be deemed to be a member of a group exercising voting and investment control over the shares of common stock of HCA Holdings, Inc. held by Hercules. However, the Reporting Person disclaims membership in any such group and disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein.
On February 2, 2011, Dr. Thomas F. Frist, Jr. ("Dr. Frist") substituted assets of equal value into the Thomas F. Frist, Jr. 2009 Grantor Retained Annuity Trust in exchange for 675,000 units of Hercules. As such, although Dr. Frist's total ownership did not change, the 675,000 units became indirectly owned through Hercules rather than indirectly owned through the Thomas F. Frist, Jr. 2009 Grantor Retained Annuity Trust. Subsequently, also on February 2, 2011, Dr. Frist sold an aggregate of 675,000 units of Hercules to trusts for the benefit of his grandchildren, with his wife, Patricia C. Frist, serving as trustee of each such trust.
Dr. Frist directly owns 13,526 units of Hercules and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Holdings, Inc. by virtue of his membership in Hercules. Dr. Frist may also be deemed to have indirect beneficial ownership in respect of 45,498 units of Hercules, through an indirect pecuniary interest in such units held by his wife, Patricia C. Frist, and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Holdings, Inc.
Dr. Frist is the trustee of (i) the Thomas F. Frist, Jr. 2009 Grantor Retained Annuity Trust, (ii) the Thomas F. Frist, Jr. 2010 Grantor Retained Annuity Trust, (iii) the Patricia Champion Frist 2010 Grantor Retained Annuity Trust No. 2 and (iv) the Thomas F. Frist GST Tax Exempt Trust and may be deemed to be the beneficial owner of the 1,248,376, 300,000, 319,877 and 16,113 units of Hercules held by these trusts, respectively, and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Holdings, Inc. Dr. Frist may also be deemed to be the beneficial owner of the 319,878 units of Hercules held by the Thomas F. Frist, Jr. 2010 Grantor Retained Annuity Trust No. 4, of which his wife serves as trustee, and the aggregate 751,760 units of Hercules held by certain trusts for the benefit of his grandchildren, each of which his wife serves as trustee, and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Holdings, Inc.
Dr. Frist may also be deemed to share voting and dispositive power with respect to 17,804,125 shares of HCA Holdings, Inc. beneficially owned by Frisco, Inc., by virtue of his position as a director of Frisco, Inc. and with respect to 17,804,125 shares of HCA Holdings, Inc. beneficially owned by Frisco Partners, by virtue of his position as a partner of Frisco Partners. Frisco Inc. and Frisco Partners each have beneficial ownership of 17,804,125 units of Hercules, and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Holdings, Inc.