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Filing Details

Accession Number:: 0001140361-11-046498
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2011-09-20 18:55:24
Reporting Period:: 2011-08-18

Filing Date:: 2011-09-20
Accepted Time:: 2011-09-20 18:55:24
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

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2011-08-18	17	$19.84	84,307,409	No	4	S	Indirect	By Subsidiary
Common Stock	Acquisiton	2011-08-22	17	$19.43	84,307,409	No	4	P	Indirect	By Subsidiary

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	By Subsidiary
No	4	P	Indirect	By Subsidiary

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 3-5, below.
Transaction executed by the error correction section of Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPFS"), a broker-dealer and subsidiary of BAC, to correct errors made in connection with agency brokerage trades made on behalf of clients of MLPFS.
As of the date of this transaction, ML Global Private Equity Fund, L.P., now BAML Capital Partners, ("MLGPELP Fund") may have been deemed to indirectly own a portion of these shares of the Issuer's common stock by virtue of the membership interests it held in Hercules Holding II, LLC ("Hercules"). As reported on a Form 4 filed on September 19, 2011, MLGPELP Fund has agreed to sell all of its shares of common stock of the Issuer pursuant to the Share Repurchase Agreement, by and among MLGPELP Fund, ML HCA Co-Invest, L.P. ("ML HCA Co-Invest LP") and HCA Holdings, Inc. dated as of September 15, 2011 (the "Share Repurchase Agreement", and the transactions contemplated thereunder, the "Share Repurchase").
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.
MLGPE Ltd., as the general partner of MLGPELP Fund, 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 MLGPEP is expressly required in connection with any such vote or disposition. In turn, action by MLGPEP with respect to investment matters requires the consent of MLGPEP's investment committee as well as its general partner, ML GP.
As of the date of this transaction, ML HCA Co-Invest LP may have been deemed to indirectly own a portion of these shares of the Issuer's common stock by virtue of the membership interests it held in Hercules. As reported on a Form 4 filed on September 19, 2011, ML HCA Co-Invest LP has agreed to sell all of its shares of common stock of the Issuer pursuant to the Share Repurchase Agreement. Investment decisions for ML HCA 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 a portion of 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 the general partner of ML Ventures LP and a wholly owned subsidiary of ML Group, which is a wholly owned subsidiary of ML&Co., which is a wholly owned subsidiary of BAC.
Hercules directly holds all the shares of the Issuer's common stock reported herein. The membership interests of Hercules were held, as of the date of this transaction, 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 the Issuer's common stock held by Hercules. As reported on a Form 4 filed on September 19, 2011, following the closing of the Share Repurchase, neither MLGPELP Fund nor ML HCA Co-Invest LP will hold any membership interests in Hercules.
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.
As of the date of this transaction, MLGPELP Fund, ML HCA Co-Invest LP, ML Ventures LP and certain of their permitted transferees collectively had the right under Hercules's limited liability company agreement to nominate up to three directors of the Issuer. Effective upon closing of the Share Repurchase, all three of the designees nominated by MLGPELP Fund, ML Ventures LP and ML HCA Co-Invest that are currently on the board of the Issuer will resign and none of MLGPELP Fund, ML Ventures LP, ML HCA Co-Invest or any of their affiliates will have the right thereafter to nominate a director of the Issuer. Each of BAC and its other affiliates hereby disclaims its possible status as a director of the Issuer.
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.