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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| PAGLIUCA STEPHEN G C/O BAIN CAPITAL PARTNERS, LLC JOHN HANCOCK TOWER, 200 CLARENDON ST BOSTON, MA 02116 |
X | |||
| /s/ Stephen Pagliuca | 11/05/2013 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | (1) Represents shares of Common Stock of HCA sold in an underwritten secondary offering (the "Offering"). |
| (2) | Represents share of Common Stock of HCA repurchased (the "Repurchase") by HCA Holdings, Inc. |
| (3) | 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 30,003,156 shares of Common Stock of HCA. |
| (4) | BCI is the administrative member Bain Capital Integral Investors 2006, LLC ("Integral 2006"). On November 1, 2013, Integral 2006 sold 13,520,432 shares of Common Stock of HCA in the Offering and 4,951,529 shares of Common Stock of HCA in the Repurchase. Following such sales, Integral 2006 held 27,882,022 shares of Common Stock of HCA. BCI may be deemed to share voting and dispositive power with respect to the 27,882,022 shares of Common Stock of HCA indirectly owned by Integral 2006 by virtue of its membership in Hercules II. |
| (5) | BCI is the administrative member of BCIP TCV, LLC ("BCIP TCV"). On November 1, 2013, BCIP TCV sold 100,544 shares of Common Stock of HCA in the Offering and 35,715 shares of Common Stock of HCA in the Repurchase. Following such sales, BCIP TCV owned 201,109 shares of Common Stock of HCA. BCI may be deemed to share voting and dispositive power with respect to the 201,109 shares of Common Stock of HCA indirectly owned by BCIP TCV by virtue of its membership in Hercules II. |
| (6) | 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 November 1, 2013, Hercules Investors sold 959,911 share of Common Stock of HCA in the Offering and 340,974 shares of Common Stock of HCA in the Repurchase. Following such sales, Hercules Investors held 1,920,024 shares of Common Stock of HCA. BCI may be deemed to share voting and dispositive power with respect to the 1,920,024 shares of Common Stock of HCA indirectly owned by Hercules Investors by virtue of its membership in Hercules II. |
| (7) | 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 voting and dispositive power with respect to the 128,918,383 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. |