0001209191-12-011922.txt : 20120221
0001209191-12-011922.hdr.sgml : 20120220
20120221201703
ACCESSION NUMBER: 0001209191-12-011922
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20120217
FILED AS OF DATE: 20120221
DATE AS OF CHANGE: 20120221
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Foster Jon M
CENTRAL INDEX KEY: 0001513235
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-11239
FILM NUMBER: 12628469
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
4
1
doc4.xml
FORM 4 SUBMISSION
X0304
4
2012-02-17
0
0000860730
HCA Holdings, Inc.
HCA
0001513235
Foster Jon M
ONE PARK PLAZA
NASHVILLE
TN
37203
0
1
0
0
Group President
Common Stock
2012-02-17
4
M
0
666
2.8302
A
666
D
Common Stock
2012-02-17
4
M
0
72004
5.3074
A
72670
D
Common Stock
2012-02-17
4
F
0
32881
25.08
D
39789
D
Non-Qualified Stock Option (right to buy)
2.8302
2012-02-17
4
M
0
180
2.8302
D
2016-01-26
Common Stock
180
0
D
Non-Qualified Stock Option (right to buy)
2.8302
2012-02-17
4
M
0
486
2.8302
D
2016-01-26
Common Stock
486
0
D
Non-Qualified Stock Option (right to buy)
5.3074
2012-02-17
4
M
0
36003
5.3074
D
2017-01-30
Common Stock
36003
0
D
Non-Qualified Stock Option (right to buy)
5.3074
2012-02-17
4
M
0
18001
5.3074
D
2017-01-30
Common Stock
18001
0
D
Non-Qualified Stock Option (right to buy)
5.3074
2012-02-17
4
M
0
18000
5.3074
D
2017-01-30
Common Stock
18000
42006
D
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.
Shares have been adjusted to reflect a 4.505 to 1 stock split that occurred with respect to the Issuer's common stock effective March 9, 2011.
Exercise Price was adjusted to reflect a 4.505 to 1 stock split that occurred with respect to the Issuer's common stock effective March 9, 2011.
The option vested in two equal annual installments beginning on January 30, 2011.
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 18,001 shares.
On January 30, 2007, the reporting person was granted an option to purchase 90,009 shares of common stock, which vest upon achievement of certain predetermined investment return targets. 1/3 of the option vested as a result of the achievement of certain specified investment return targets as of the closing of the initial public offering of the Issuer's securities on March 15, 2011, and 1/3 of the option vested as a result of the achievement of certain specified investment return targets as of December 31, 2011.
/s/ Natalie Harrison Cline, Attorney-in-Fact
2012-02-21
EX-24.4_411263
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 15th day of February, 2011.
/s/Jon M. Foster
Print Name: Jon M. Foster