SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

FRIST THOMAS F JR

(Last)

(First)

(Middle)

3100 WEST END AVENUE

(Street)

NASHVILLE

37203

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HCA INC/TN [ (NONE) ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/29/2009

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.01 per share	04/08/2009		G	V	7,620	D	$0.00	15,756	I	Held indirectly through Hercules Holding II, LLC⁽¹⁾⁽²⁾
Common Stock, par value $0.01 per share	04/29/2009		P		16,123	A	$51.17	2,479,891	I	Held indirectly through Hercules Holding II, LLC by the Thomas F. Frist, Jr. 2009 GRAT⁽¹⁾⁽³⁾
Common Stock, par value $0.01 per share								15,756	I	Held indirectly through Hercules Holding II, LLC⁽¹⁾⁽²⁾
Common Stock, par value $0.01 per share								633,360	I	Held indirectly through Hercules Holding II, LLC by the Thomas F. Frist, Jr. 2008 GRAT⁽¹⁾⁽³⁾
Common Stock, par value $0.01 per share								16,113	I	Held indirectly through Hercules Holding II, LLC by the Thomas F. Frist GST Tax Exempt Trust⁽¹⁾⁽³⁾
Common Stock, par value $0.01 per share								45,948	I	Held indirectly through Hercules Holding II, LLC by Patricia C. Frist⁽¹⁾⁽²⁾
Common Stock, par value $0.01 per share								17,804,125	I	Held indirectly through Hercules Holding II, LLC by Frisco, Inc.⁽¹⁾⁽⁴⁾
Common Stock, par value $0.01 per share								17,804,125	I	Held indirectly through Hercules Holding II, LLC by Frisco Partners⁽¹⁾⁽⁴⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Hercules Holding II, LLC holds 91,845,692 shares of the common stock of HCA Inc. Hercules Holding II, LLC has issued one unit per share of HCA Inc. that it owns directly. Hercules Holding II, LLC 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 Inc. held by Hercules Holding II, LLC. 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.

2. Dr. Thomas F. Frist, Jr. ("Dr. Frist") directly owns 15,756 units of Hercules Holding II, LLC and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Inc. by virtue of his membership in Hercules Holding II, LLC. Dr. Frist may also be deemed to have indirect beneficial ownership in respect of 45,498 units of Hercules Holding II, LLC, 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 Inc.

3. Dr. Frist is the trustee of (i) the Thomas F. Frist, Jr. 2009 Grantor Retained Annuity Trust, (ii) the Thomas F. Frist, Jr. 2008 Grantor Retained Annuity Trust, and (iii) the Thomas F. Frist GST Tax Exempt Trust and may be deemed to be the beneficial owner of the 2,479,891 units of Hercules Holding II, LLC held by the Thomas F. Frist, Jr. 2009 Grantor Retained Annuity Trust, the 633,360 units of Hercules Holding II, LLC held by the Thomas F. Frist, Jr. 2008 Grantor Retained Annuity Trust, and the 16,113 units of Hercules Holding II, LLC held by the Thomas F. Frist GST Tax Exempt Trust and therefore may be deemed to own indirectly the same number of shares of common stock of the Issuer.

4. Dr. Frist may also be deemed to share voting and dispositive power with respect to 17,804,125 shares of HCA 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 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 Holding II, LLC, and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Inc.

	/s/ John M. Franck II, Attorney-in-Fact for Reporting Person	05/01/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.