SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Cuffe Michael S.

(Last)

(First)

(Middle)

ONE PARK PLAZA

(Street)

NASHVILLE

37203

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/29/2015

3. Issuer Name and Ticker or Trading Symbol
HCA Holdings, Inc. [ HCA ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President-Physician Services

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,580.8294⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Non-Qualified Stock Option (right to buy)	11/02/2014	11/02/2021	Common Stock	18,750	$17.33	D
Non-Qualified Stock Option (right to buy)	11/02/2015	11/02/2021	Common Stock	18,750	$17.33	D
Non-Qualified Stock Option (right to buy)	⁽²⁾	11/02/2021	Common Stock	13,500	$17.33	D
Stock Appreciation Right	⁽³⁾	02/08/2022	Common Stock	3,750	$22.95	D
Stock Appreciation Right	⁽⁴⁾	02/08/2022	Common Stock	3,750	$22.95	D
Stock Appreciation Right	⁽⁵⁾	02/08/2022	Common Stock	3,750	$22.95	D
Stock Appreciation Right	⁽⁶⁾	02/06/2023	Common Stock	3,125	$37.18	D
Stock Appreciation Right	02/06/2014	02/06/2023	Common Stock	3,125	$37.18	D
Stock Appreciation Right	⁽⁷⁾	02/06/2023	Common Stock	9,375	$37.18	D
Stock Appreciation Right	⁽⁸⁾	02/05/2024	Common Stock	14,500	$47.97	D
Restricted Stock Units	⁽⁹⁾	02/06/2023	Common Stock	2,625	⁽¹⁰⁾	D
Restricted Stock Units	⁽¹¹⁾	02/05/2024	Common Stock	4,000	⁽¹⁰⁾	D

Explanation of Responses:

1. Includes 348.8294 shares acquired under the HCA Holdings, Inc. Employee Stock Purchase Plan.

2. On November 2, 2011, the reporting person was granted an option to purchase 56,250 shares of common stock. The option vests in equal increments at the end of fiscal years 2012, 2013 and 2014 based upon the extent to which certain EBITDA performance targets have been met for the applicable fiscal year. The EBITDA performance criteria for 2012 and 2013 was met, resulting in vesting of the option as to 37,500 shares.

3. On February 8, 2012, the reporting person was granted 7,500 stock appreciation rights. The stock appreciation rights are eligible to vest in equal increments of up to 25% at the end of fiscal years 2012, 2013, 2014 and 2015 based upon the extent to which certain EBITDA performance targets have been met for the applicable fiscal year. EBITDA performance criteria for 2012 and 2013 was met, resulting in the vesting of 3,750 stock appreciation rights.

4. The stock appreciation rights vested in two equal annual installments beginning on February 8, 2013.

5. The stock appreciation rights vest in two equal annual installments beginning on February 8, 2015.

6. On February 6, 2013, the reporting person was granted 12,500 stock appreciation rights. The stock appreciation rights are eligible to vest in equal increments of up to 25% at the end of fiscal years 2013, 2014, 2015 and 2016 based upon the extent to which certain EBITDA performance targets have been met for the applicable fiscal year. EBITDA performance criteria for 2013 was met, resulting in the vesting of 3,125 stock appreciation rights.

7. The stock appreciation rights vest in three equal annual installments beginning on February 6, 2015.

8. The stock appreciation rights vest in four equal annual installments beginning on February 5, 2015.

9. The restricted stock units vest in three equal annual installments beginning February 6, 2015.

10. Each restricted stock unit represents a contingent right to receive one share of HCA Holdings, Inc. common stock.

11. The restricted stock units vest in four equal annual installments beginning February 5, 2015.

Remarks:

	/s/ Kevin A. Ball, Attorney-in-Fact	02/06/2015
	** 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 5 (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.