SEC FORM 5

SEC Form 5

FORM 5

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

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

Elcan Patricia F

(Last)

(First)

(Middle)

3100 WEST END AVENUE

(Street)

NASHVILLE

37203

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HCA Healthcare, Inc. [ HCA ]

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

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2020

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.01 per share	02/19/2020		G	461,046.2045	D	$0.00	0	I	Held indirectly by Patricia F. Elcan GRAT III Trust II⁽¹⁾⁽²⁾
Common Stock, par value $0.01 per share	02/19/2020		G	237,863.9997	D	$0.00	0	I	Held indirectly by Patricia F. Elcan GRAT II Trust I⁽¹⁾⁽²⁾
Common Stock, par value $0.01 per share	02/19/2020		G	169,207.7998	D	$0.00	0	I	Held indirectly by Elcan Children's Trust⁽¹⁾⁽²⁾
Common Stock, par value $0.01 per share	02/19/2020		G	439,142.8945	D	$0.00	0	I	Held indirectly by Elcan Investment Partnership⁽²⁾⁽³⁾
Common Stock, par value $0.01 per share	02/19/2020		G	1,307,260.8985	A	$0.00	4,854,383.3737	I	Held indirectly by GRATs⁽²⁾⁽⁴⁾
Common Stock, par value $0.01 per share	05/12/2020		G	881,664.6628	D	$0.00	552,135.3867	I	Held indirectly through Hercules Holding II⁽²⁾⁽⁵⁾
Common Stock, par value $0.01 per share	05/12/2020		G	881,664.6628	A	$0.00	5,736,048.0365	I	Held indirectly by GRATs⁽²⁾⁽⁴⁾
Common Stock, par value $0.01 per share	08/12/2020		G	9,507.583	A	$0.00	561,642.9696	I	Held indirectly through Hercules Holding II⁽²⁾⁽⁵⁾
Common Stock, par value $0.01 per share	08/12/2020		G	1,940,778.2186	D	$0.00	0	I	Held indirectly through Hercules Holding II by Patricia F. Elcan 2018 Annuity Trust II⁽²⁾⁽⁶⁾
Common Stock, par value $0.01 per share	08/12/2020		G	1,940,778.2186	A	$0.00	7,676,826.2551	I	Held indirectly by GRATs⁽²⁾⁽⁴⁾
Common Stock, par value $0.01 per share							41,052	D⁽⁷⁾
Common Stock, par value $0.01 per share							776,573.9641	I	Held indirectly through Hercules Holding II⁽²⁾⁽⁷⁾
Common Stock, par value $0.01 per share							89,012.0149	I	Held indirectly by Spouse⁽²⁾⁽⁸⁾
Common Stock, par value $0.01 per share							126,216.917	I	Held indirectly through Hercules Holding II by Patricia Frist Elcan 2011 Family Trust⁽²⁾⁽⁹⁾
Common Stock, par value $0.01 per share							288,000	I	Held indirectly through Hercules Holding II by Patricia Frist Elcan 2020 GRAT⁽²⁾⁽¹⁰⁾
Common Stock, par value $0.01 per share							908,005.2741	I	Held indirectly by Trusts⁽²⁾⁽¹¹⁾
Common Stock, par value $0.01 per share							36,629,163.8593	I	Held indirectly through Hercules Holding II by Frisco, Inc.⁽²⁾⁽¹²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The Reporting Person's spouse is trustee of (i) the Patricia F. Elcan GRAT III Trust II, (ii) the Patricia F. Elcan GRAT II Trust I and (iii) the Elcan Children's Trust, and the Reporting Person may therefore be deemed to be the beneficial owner of the shares of common stock of HCA Healthcare, Inc. and the units of Hercules Holding II ("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.

2. Hercules holds 68,912,077 shares of 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.

3. The Reporting Person may be deemed to be the beneficial owner of the shares of common stock of HCA Healthcare, Inc. and the units of Hercules held by Elcan Investment Partnership, of which Mrs. Elcan, her spouse and a trust of which Mrs. Elcan and her spouse serve as co-trustees are the general partners. The Reporting Person therefore may be deemed to own indirectly the same number of shares of common stock of HCA Healthcare, Inc.

4. The Reporting Person is trustee of three grantor retained annuity trusts for the benefit of her children, and the Reporting Person's spouse is trustee of three grantor retained annuity 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 116,766 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 7,560,060.255067 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.

5. The Reporting Person directly owns 561,642.969626 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.

6. The Reporting Person is trustee of the Patricia F. Elcan 2018 Annuity Trust II and the Reporting Person may therefore be deemed to be the beneficial owner of the 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.

7. The Reporting Person jointly owns with her spouse 41,052 shares of common stock of HCA Healthcare, Inc. and 776,573.9641 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.

8. The Reporting Person may be deemed to have indirect beneficial ownership in respect of 4,706 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.

9. 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 126,216.916981 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.

10. The Reporting Person is the trustee of the Patricia Frist Elcan 2020 Grantor Retained Annuity Trust, and the Reporting Person may therefore be deemed to be the beneficial owner of the 288,000 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.

11. The Reporting Person is trustee of three trusts for the benefit of her children. The Reporting Person may, accordingly, be deemed to be the beneficial owner of the 30,495 shares of common stock of HCA Healthcare, Inc. held by such trust. In addition, the Reporting Person may be deemed to be the beneficial owner of the 877,510.2741 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.

12. 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.

Remarks:

	/s/ Natalie Harrison Cline, Attorney-in-Fact	02/16/2021
	** 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 4 (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).
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