0000891836-24-000048.txt : 20241101 0000891836-24-000048.hdr.sgml : 20241101 20241101193645 ACCESSION NUMBER: 0000891836-24-000048 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20241030 FILED AS OF DATE: 20241101 DATE AS OF CHANGE: 20241101 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Elcan Patricia F CENTRAL INDEX KEY: 0001433376 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11239 FILM NUMBER: 241420438 MAIL ADDRESS: STREET 1: 3100 WEST END AVENUE STREET 2: SUITE 500 CITY: NASHVILLE STATE: TN ZIP: 37203 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: HCA Healthcare, Inc. CENTRAL INDEX KEY: 0000860730 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-GENERAL MEDICAL & SURGICAL HOSPITALS, NEC [8062] ORGANIZATION NAME: 08 Industrial Applications and Services IRS NUMBER: 273865930 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: ONE PARK PLZ CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FORMER COMPANY: FORMER CONFORMED NAME: HCA Holdings, Inc. DATE OF NAME CHANGE: 20101126 FORMER COMPANY: FORMER CONFORMED NAME: HCA INC/TN DATE OF NAME CHANGE: 20010627 FORMER COMPANY: FORMER CONFORMED NAME: HCA THE HEALTHCARE CO DATE OF NAME CHANGE: 20010419 4 1 primary_doc.xml PRIMARY DOCUMENT X0508 4 2024-10-30 0 0000860730 HCA Healthcare, Inc. HCA 0001433376 Elcan Patricia F 3100 WEST END AVENUE SUITE 500 NASHVILLE TN 37203 0 0 1 0 0 Common Stock, par value $0.01 per share 2024-10-30 4 J 0 244626.0359 361.55 D 404512.0997 I Held indirectly through Hercules Holding II Common Stock, par value $0.01 per share 2024-10-30 4 J 0 138000 361.55 D 638573.9641 I Held indirectly through Hercules Holding II Common Stock, par value $0.01 per share 2024-10-30 4 J 0 638573.9641 361.55 D 0 I Held indirectly through Hercules Holding II Common Stock, par value $0.01 per share 2024-10-30 4 J 0 138000 361.55 A 264216.917 I Held indirectly through Hercules Holding II by Patricia Frist Elcan 2011 Family Trust Common Stock, par value $0.01 per share 2024-10-30 4 J 0 244626.0359 361.55 A 9029962.3991 I Held indirectly by Trusts Common Stock, par value $0.01 per share 2024-10-30 4 J 0 638573.9641 361.55 A 9668536.3632 I Held indirectly by Trusts Common Stock, par value $0.01 per share 41052 D Common Stock, par value $0.01 per share 89337.0149 I Held indirectly by Spouse Common Stock, par value $0.01 per share 36629163.8593 I Held indirectly through Hercules Holding II by Frisco, Inc. Hercules Holding II ("Hercules") holds 68,912,077 shares of the common stock of HCA Healthcare, Inc. Hercules is held by a private investor group, including 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 Healthcare, 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 her pecuniary interest therein. The Reporting Person directly owns 404,512.099655 units of Hercules and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Healthcare, Inc. by virtue of her ownership in Hercules. The Reporting Person jointly owned with her spouse 776,573.9641 units of Hercules and therefore may have been deemed to own indirectly the same number of shares of common stock of HCA Healthcare, Inc. by virtue of her ownership in Hercules. The Reporting Person's spouse is the trustee of The Patricia Frist Elcan 2011 Family Trust, and the Reporting Person may therefore be deemed to be the beneficial owner of the 264,216.916981 units of Hercules held by such trust and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Healthcare, Inc. The Reporting Person is trustee of nine trusts for the benefit of her children, and the Reporting Person's spouse is trustee of three trusts for the benefit of the Reporting Person's children. The Reporting Person may, accordingly, be deemed to be the beneficial owner of the aggregate 147,261 shares of common stock of HCA Healthcare, Inc. held by such trusts. In addition, the Reporting Person may be deemed to be the beneficial owner of the 9,521,275.363238 units of Hercules held by such trusts and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Healthcare, Inc. The Reporting Person jointly owns with her spouse 41,052 shares of common stock of HCA Healthcare, Inc. The Reporting Person may be deemed to have indirect beneficial ownership in respect of 5,031 shares of common stock of HCA Healthcare, Inc. through an indirect pecuniary interest in such shares held by her spouse. In addition, the Reporting Person may be deemed to have indirect beneficial ownership in respect of 84,306.0149 units of Hercules, through an indirect pecuniary interest in such units held by her spouse, and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Healthcare, Inc. The Reporting Person may be deemed to share voting and dispositive power with respect to 36,629,163.8593 shares of HCA Healthcare, Inc. beneficially owned by Frisco, Inc., by virtue of her position as a director of Frisco, Inc. Frisco, Inc. has beneficial ownership of 36,629,163.8593 units of Hercules, and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Healthcare, Inc. Pursuant to a power of substitution, on October 30, 2024, the Reporting Person transferred 138,000 jointly owned units of Hercules to The Patricia Frist Elcan 2011 Family Trust, 638,573.9641 jointly owned units of Hercules to three trusts for the benefit of her children of which the Reporting Person's spouse is trustee and 244,626.0359 directly owned units of Hercules to three trusts for the benefit of her children of which the Reporting Person's spouse is trustee. (continued in footnote 10) (continued from footnote 9) Each of these transfers was made at a price per unit of Hercules equal to $361.55 (the average of the high and low prices of the shares of common stock of HCA Healthcare, Inc. on October 30, 2024), which price was paid by transfer of a diversified basket of marketable securities and $13,726.20 in cash (in the case of The Patricia Frist Elcan 2011 Family Trust) and a diversified basket of marketable securities, mutual fund shares and $18,766,307.56 in cash (in the case of the three trusts). In each case, these transfers did not change the total number of shares of common stock of HCA Healthcare, Inc. of which the Reporting Person may be deemed to have beneficial ownership. /s/ Katie Agnew, Attorney-in-Fact 2024-11-01 EX-24 2 poa.txt POWER OF ATTORNEY Power of Attorney The undersigned hereby makes, constitutes and appoints Katie Agnew, with full power of substitution and re- substitution, the undersigned's true and lawful attorney-in-fact (each such person and their substitutes, the "Attorney-in-Fact"), with full power to act for the undersigned and in the undersigned's name, place and stead, in any and all capacities in connection with certain transactions in or relating to the Common Stock, par value $0.01 per share (the "Common Stock"), of HCA Healthcare, Inc. (the "Company"), to: 1. Prepare, execute, and submit to the Securities and Exchange Commission (the "SEC") a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required or considered by the Attorney-in-Fact to be advisable under Section 13 or Section 16 of the Securities Exchange Act of 1934 (the "Exchange Act") or any rule or regulation of the SEC; 2. Prepare, execute and submit to the SEC, the Company and/or any national securities exchange on which the Company's securities are listed any and all reports (including any amendments thereto) the undersigned is required to file with the SEC, or that the Attorney-in-Fact considers it advisable to file with the SEC, under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder, or under Rule 144 under the Securities Act of 1933 ("Rule 144"), with respect to the any security of the Company, including Forms 3, 4 and 5, Schedules 13D and 13G, and Forms 144; and 3. Prepare, execute and submit, or cause to be prepared, executed or submitted, any and all instruments necessary or incidental to any action listed above, including communications to regulatory authorities, self-regulatory organizations, securities exchanges and and state securities law authorities. The undersigned hereby grants to the Attorney-in-Fact full power and authority to do and perform each and every act and thing requisite, necessary or advisable to be done in connection with the foregoing, as fully, to all intents and purposes, as the undersigned might or could do in person, hereby ratifying and confirming all that the Attorney-in-Fact, or their substitute or substitutes, shall lawfully do or cause to be done by authority of this Power of Attorney. This Power of Attorney shall not be affected by the subsequent disability or incompetence of the undersigned, and shall remain in full force and effect until revoked in writing by the undersigned. In Witness Whereof, the undersigned has executed this Power of Attorney as of October 30, 2024. /s/ Patricia F. Elcan Patricia F. Elcan