0001181431-13-002993.txt : 20130111 0001181431-13-002993.hdr.sgml : 20130111 20130111163657 ACCESSION NUMBER: 0001181431-13-002993 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20121106 FILED AS OF DATE: 20130111 DATE AS OF CHANGE: 20130111 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: HCA Holdings, Inc. CENTRAL INDEX KEY: 0000860730 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-GENERAL MEDICAL & SURGICAL HOSPITALS, NEC [8062] 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 INC/TN DATE OF NAME CHANGE: 20010627 FORMER COMPANY: FORMER CONFORMED NAME: HCA THE HEALTHCARE CO DATE OF NAME CHANGE: 20010419 FORMER COMPANY: FORMER CONFORMED NAME: COLUMBIA HCA HEALTHCARE CORP DATE OF NAME CHANGE: 20000502 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BANK OF AMERICA CORP /DE/ CENTRAL INDEX KEY: 0000070858 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11239 FILM NUMBER: 13525806 BUSINESS ADDRESS: STREET 1: BANK OF AMERICA CORPORATE CENTER STREET 2: 100 N TRYON ST CITY: CHARLOTTE STATE: NC ZIP: 28255 BUSINESS PHONE: 7043868486 MAIL ADDRESS: STREET 1: BANK OF AMERICA CORPORATE CENTER STREET 2: 100 N TRYON ST CITY: CHARLOTTE STATE: NC ZIP: 28255 FORMER NAME: FORMER CONFORMED NAME: BANKAMERICA CORP/DE/ DATE OF NAME CHANGE: 19981022 FORMER NAME: FORMER CONFORMED NAME: NATIONSBANK CORP DATE OF NAME CHANGE: 19920703 FORMER NAME: FORMER CONFORMED NAME: NCNB CORP DATE OF NAME CHANGE: 19920107 4 1 rrd366663.xml FORM 4 X0306 4 2012-11-06 1 0000860730 HCA Holdings, Inc. HCA 0000070858 BANK OF AMERICA CORP /DE/ BANK OF AMERICA CORPORATE CENTER 100 N TRYON ST CHARLOTTE NC 28255 0 0 0 1 Former 10% Owner Common Stock 2012-11-06 4 S 0 148143 30.7368 D 2652364 I See 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 itself and certain of its subsidiaries. BAC was an indirect beneficial owner of the shares of common stock of HCA Holdings, Inc. (the "Issuer") held directly or indirectly through certain of its subsidiaries. On November 5, 2012, Hercules Holding II, LLC ("Hercules") made a distribution of shares of the Issuer's common stock to certain of its members in exchange for the pro rata portion of the outstanding membership interests of Hercules held by such members, including a distribution (the "Distribution") of these shares to Merrill Lynch Ventures L.P. 2001 ("ML Ventures LP"). Represents shares held by ML Ventures LP. Merrill Lynch Ventures, LLC, is the general partner of ML Ventures LP and a wholly owned subsidiary of Merrill Lynch Group, Inc., which is a wholly owned subsidiary of Merrill Lynch & Co., Inc., which is a wholly owned subsidiary of BAC. In connection with this transaction, BAC has agreed to voluntarily remit appropriate profits, if any, to the Issuer. BAC disclaims that this transaction is matchable against a transaction that is subject to reporting under Section 16(a), or disgorgement under Section 16(b), of the Securities Exchange Act of 1934, as amended (the "Act"), and this report shall not be deemed an admission that those sections apply to such transaction. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.60 to $30.84 per share, inclusive. BAC shall provide to the Securities and Exchange Commission, the Issuer, or any security holder of the Issuer, upon request, full information regarding the number of shares sold at each separate price. Following the Distribution, through ML Ventures LP's membership interest in Hercules, ML Ventures LP beneficially owned 2,652,364 shares of the Issuer's common stock held by Hercules. Pursuant to its right under Hercules' Amended and Restated Limited Liability Company Agreement, dated November 17, 2006 (the "LLC Agreement"), ML Ventures LP thereafter elected to withdraw as a member of Hercules and as a party to the LLC Agreement (the "Withdrawal"). In connection with the Withdrawal, on November 20, 2012, Hercules distributed 2,652,364 shares of the Issuer's common stock on a pro rata basis to ML Ventures LP in exchange for ML Ventures LP's remaining outstanding membership interests of Hercules. (continued from footnote 6) As a result of the Withdrawal, BAC may no longer 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 and therefore may no longer be deemed to be subject to Section 16 of the Act concerning the securities of the Issuer. Each of BAC and its affiliates declares that neither the filing of this report nor anything herein shall be construed as an admission that such person was, for the purposes of Section 13(d) of the Act or any other purpose, (i) acting (or had agreed to act) with any other person as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any syndicate or group with respect to the Issuer or any securities of the Issuer. /s/ Ileana Stone, Authorized Signatory for Bank of America 2013-01-11