-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VDlpuUB5YrP6JqqA0ySj7egEsQOxwHf1jHeiuzrRXo4Fn7cQYm4E8A89lsHmMJVp vUWVTeceCADEMQXZ0AzcDQ== 0001209191-11-011766.txt : 20110222 0001209191-11-011766.hdr.sgml : 20110221 20110222203150 ACCESSION NUMBER: 0001209191-11-011766 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110209 FILED AS OF DATE: 20110222 DATE AS OF CHANGE: 20110222 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Vallarino Juan CENTRAL INDEX KEY: 0001513354 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11239 FILM NUMBER: 11630278 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 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 3 1 doc3.xml FORM 3 SUBMISSION X0203 3 2011-02-09 0 0000860730 HCA Holdings, Inc. NONE 0001513354 Vallarino Juan ONE PARK PLAZA NASHVILLE TN 37203 0 1 0 0 SVP - Strategic Pricing Common Stock 18703 D Non-Qualified Stock Option (right to buy) 12.75 2014-01-29 Common Stock 2183 D Non-Qualified Stock Option (right to buy) 12.75 2015-01-27 Common Stock 490 D Non-Qualified Stock Option (right to buy) 12.75 2015-01-27 Common Stock 110 D Non-Qualified Stock Option (right to buy) 12.75 2015-01-27 Common Stock 317 D Non-Qualified Stock Option (right to buy) 12.75 2016-01-26 Common Stock 68 D Non-Qualified Stock Option (right to buy) 12.75 2016-01-26 Common Stock 367 D Non-Qualified Stock Option (right to buy) 12.75 2016-01-26 Common Stock 86 D Non-Qualified Stock Option (right to buy) 12.75 2016-01-26 Common Stock 40 D Non-Qualified Stock Option (right to buy) 51.00 2017-01-30 Common Stock 5994 D Non-Qualified Stock Option (right to buy) 23.91 2017-01-30 Common Stock 3996 D Non-Qualified Stock Option (right to buy) 51.00 2017-01-30 Common Stock 5994 D Non-Qualified Stock Option (right to buy) 23.91 2017-01-30 Common Stock 1998 D Non-Qualified Stock Option (right to buy) 49.18 2010-08-27 2019-08-27 Common Stock 1225 D Non-Qualified Stock Option (right to buy) 29.18 2019-08-27 Common Stock 4900 D Non-Qualified Stock Option (right to buy) 71.68 2019-08-27 Common Stock 1225 D Non-Qualified Stock Option (right to buy) 29.18 2019-08-27 Common Stock 1225 D On December 16, 2004, HCA Inc. announced the acceleration of vesting of all unvested options awarded to employees and officers under the HCA 2000 Equity Incentive Plan which had exercise prices greater than the closing price of HCA Inc.'s common stock on December 14, 2004 of $40.89 per share, as reported by the New York Stock Exchange. This option was assumed by the HCA Inc., as the surviving corporation in the merger of Hercules Acquisition Corporation with and into HCA Inc., effective November 17, 2006, pursuant to the Merger Agreement dated July 24, 2006 among Hercules Holding II, LLC, Hercules Acquisition corporation and HCA Inc., and adjusted so that the option would retain the same "spread value" (as defined below) as immediately prior to the merger, but the new per share exercise price for the option would be $12.75. The term "spread value" means the difference between (x) the aggregate fair market value of the common stock (determined using the merger consideration of $51.00 per share) subject to the outstanding options held by the participant immediately prior to the merger that were assumed by the surviving corporation, and (y) the aggregate exercise price of those options. Immediately before the effective time of the merger of Hercules Acquisition Corporation with and into HCA Inc. on November 17, 2006, pursuant to the Merger Agreement dated July 24, 2006 among Hercules Holding II, LLC, Hercules Acquisition Corporation and HCA Inc., all unvested options became fully vested and immediately exercisable. The option vested in three equal annual installments beginning on January 30, 2008. The option vests in two equal annual installments beginning on January 30, 2011. Represents a reduction in the per share exercise price applied to unvested stock options in connection with the distributions of $17.50, $5.00 and $20.00, respectively, per share of the Company's outstanding common stock and outstanding vested stock options held on the February 1, May 6 and November 24, 2010 record dates, respectively, of such distributions. The option vested in equal increments at the end of fiscal years 2007, 2008 and 2009 based upon the achievement of certain annual EBITDA performance targets. The option vests in equal increments of at the end of fiscal years 2010 and 2011 if certain annual EBITDA performance targets are achieved, subject to "catch up" vesting if at the end of any year noted above or at the end of fiscal year 2012, the cumulative total EBITDA earned in all prior years (2007-2011) exceeds the cumulative EBITDA target at the end of such fiscal year. The EBITDA performance criteria for 2010 was met, resulting in vesting of the option as to 1,998 shares. Represents a reduction in the per share exercise price applied to unvested stock options in connection with the distributions of $17.50 and $5.00, respectively, per share of the Company's outstanding common stock and outstanding vested stock options held on the February 1 and May 6, 2010 record dates, respectively, of such distributions. The option vests in four equal annual installments beginning on August 27, 2011. The option vested at the end of fiscal year 2009 based upon the achievement of certain annual EBITDA performance targets. The option vests in equal increments of at the end of fiscal years 2010, 2011, 2012 and 2013 if certain annual EBITDA performance targets are achieved, subject to "catch up" vesting if at the end of any year noted above or at the end of fiscal year 2014, the cumulative total EBITDA earned in all prior years (2009 - 2013) exceeds the cumulative EBITDA target at the end of such fiscal year. The EBITDA performance criteria for 2010 was met, resulting in vesting of the option as to 1,225 shares. /s/ Natalie Harrison Cline, Attorney-in-Fact 2011-02-22 EX-24.3_365455 2 poa.txt POA DOCUMENT LIMITED POWER OF ATTORNEY FOR SEC REPORTING OBLIGATIONS KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby makes, constitutes and appoints Robert A. Waterman, John M. Franck II and Natalie Harrison Cline as the undersigned's true and lawful attorneys-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to: (1) prepare, execute, acknowledge, deliver and file a Form ID (including any amendments or authentications thereto) with respect to obtaining EDGAR codes, with the U.S. Securities and Exchange Commission; (2) prepare, execute, acknowledge, deliver and file Forms 3, 4 and 5 (including any amendments thereto) with respect to the securities of HCA Holdings, Inc., a Delaware corporation (the "Company"), with the U.S. Securities and Exchange Commission, any national securities exchanges and the Company, as considered necessary or advisable under Section 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the "Exchange Act"); (3) seek or obtain, as the undersigned's representative and on the undersigned's behalf, information on transactions in the Company's securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and (4) perform any and all other acts which in the discretion of such attorneys-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing. The undersigned acknowledges that: (1) this Power of Attorney authorizes, but does not require, such attorneys-in-fact to act in their discretion on information provided to such attorneys-in-fact without independent verification of such information; (2) any documents prepared and/or executed by such attorneys-in-fact on behalf of the undersigned pursuant to this Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable; (3) neither the Company nor such attorneys-in-fact assumes (i) any liability for the undersigned's responsibility to comply with the requirements of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act; and (4) this Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned's obligations under the Exchange Act, including without limitation the reporting requirements under Section 16 of the Exchange Act. The undersigned hereby gives and grants the foregoing attorneys-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, with full power of substitution and revocation, hereby ratifying all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Power of Attorney. This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to such attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 14th day of February, 2011. /s/ Juan Vallarino Print Name: Juan Vallarino -----END PRIVACY-ENHANCED MESSAGE-----