UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

CUSIP No. 404119109

1.

Name of Reporting Person
Hercules Holding II, LLC

2.

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

x

3.

SEC Use Only

4.

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
91,845,692

6.

Shared Voting Power
-0-

7.

Sole Dispositive Power
91,845,692

8.

Shared Dispositive Power
-0-

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
91,845,692

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
97.3%

12.

Type of Reporting Person (See Instructions)
HC

CUSIP No. 404119109

Item 1.

(a)

Name of Issuer:
HCA Inc.

(b)

Address of Issuer’s Principal Executive Offices:
One Park Plaza
Nashville, Tennessee 37203

Item 2.

(a)

Name of Person Filing:
Hercules Holding II, LLC

(b)

Address of Principal Business Office, or, if none, Residence:
c/o HCA Inc.
One Park Plaza
Nashville, TN 37203

(c)

Citizenship:
See Item 4 of cover page.

(d)

Title of Class of Securities:
Common stock, $0.01 par value per share.

(e)

CUSIP Number:
404119109

Item 3.

Not applicable.

CUSIP No. 404119109

Item 4.

Ownership.

(a)

Amount beneficially owned:   

Hercules Holding II, LLC holds 91,845,692 Shares, or 97.3%, of the common stock of the Issuer based on 94,367,464 outstanding shares as of December 31, 2008.  The units of Hercules Holding II, LLC are held by a private investor group, including affiliates of each of Bain Capital Investors, LLC, Kohlberg Kravis Roberts & Co. L.P. and Merrill Lynch Global Private Equity and affiliates of Dr. Thomas F. Frist, Jr, the founder of the Issuer, all of whom are parties to the limited liability company agreement of Hercules Holding II, LLC.  On January 1, 2009, Merrill Lynch & Co., Inc., the parent of Merrill Lynch Global Private Equity, was acquired by Bank of America Corporation.  Prior to the acquisition of Merrill Lynch & Co., Inc. by Bank of America Corporation, affiliates of Bank of America Corporation also held certain units of Hercules Holding II, LLC and were parties to the limited liability company agreement of Hercules Holding II, LLC.

Each member of the investment group and its affiliates may be deemed to be a member of a group exercising voting and investment control over the Shares held by Hercules Holding II, LLC.  However, each such person disclaims membership in any such group and disclaims beneficial ownership of such Shares.  Affiliates each of Bain Capital Investors, LLC, Kohlberg Kravis Roberts & Co. L.P. and Merrill Lynch Global Private Equity have the right under Hercules Holding II, LLC’s limited liability company agreement to nominate up to three directors of the Issuer, and affiliates of Dr. Thomas F. Frist, Jr. collectively have the right to nominate up to two directors of the Issuer.

(b)

Percent of class:   

See Item 11 of the cover page, which is based upon Item 6 of the cover page.

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote   

See Item 5 of the cover page.

(ii)

Shared power to vote or to direct the vote    

See Item 6 of the cover page.

(iii)

Sole power to dispose or to direct the disposition of   

See Item 7 of the cover page.

(iv)

Shared power to dispose or to direct the disposition of   

See Item 8 of the cover page.

CUSIP No. 404119109

Item 5.

Ownership of Five Percent or Less of a Class.

Not applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Affiliates of each of Bain Capital Investors, LLC, Kohlberg Kravis Roberts & Co. L.P. and Merrill Lynch Global Private Equity and affiliates of Dr. Thomas F. Frist, Jr. may be deemed to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares pursuant to the limited liability company agreement of Hercules Holding II, LLC.  See Item 4 above and Item 8 below.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable.

Item 8.

Identification and Classification of Members of the Group.

As stated in Item 4 above, Hercules Holding II, LLC holds 91,845,692 shares, or 97.3%, of the Shares of the Issuer.  Hercules Holding II, LLC is held by a private investor group, including affiliates of each of Bain Capital Investors, LLC, Kohlberg Kravis Roberts & Co. L.P. and Merrill Lynch Global Private Equity and by affiliates of Dr. Thomas F. Frist, Jr., the founder of the Issuer.  On January 1, 2009, Merrill Lynch & Co., Inc., the parent of Merrill Lynch Global Private Equity, was acquired by Bank of America Corporation.  Prior to the acquisition of Merrill Lynch & Co., Inc. by Bank of America Corporation, affiliates of Bank of America Corporation also held certain units of Hercules Holding II, LLC and were parties to the limited liability company agreement of Hercules Holding II, LLC.  Each such person may be deemed to be a member of a group exercising voting and investment control over the Shares held by Hercules Holding II, LLC.  However, each such person disclaims membership in any such group and disclaims beneficial ownership of the Shares reported on this Schedule 13G.  The table below sets forth the persons that may be deemed to be a member of such group, based solely on information received from such persons:

Affiliates of Bain Capital
Investors, LLC

Affiliates of Kohlberg Kravis
Roberts & Co. L.P.

Affiliates of Merrill Lynch
Global Private Equity

BCIP TCV, LLC

KKR Millennium Fund L.P.

Bank of America Corporation

Bain Capital Integral Investors 2006, LLC

KKR Associates Millennium L.P.

Merrill Lynch & Co., Inc.

Bain Capital Hercules Investors, LLC

KKR Millennium GP LLC

Merrill Lynch Group, Inc.

KKR 2006 Fund L.P.

Merrill Lynch GP Inc.

KKR Associates 2006 L.P.

ML Global Private Equity Partners, L.P.

KKR 2006 GP LLC

MLGPE Ltd

OPERF Co-Investment L.L.C.

ML Global Private Equity Fund, L.P.

CUSIP No. 404119109

Affiliates of Bain Capital
Investors, LLC

Affiliates of Kohlberg Kravis
Roberts & Co. L.P.

Affiliates of Merrill Lynch
Global Private Equity

KKR PEI Investments, L.P.

ML HCA Co-Invest, Ltd.

KKR PEI Associates, L.P.

ML HCA Co-Invest, LP

KKR PEI GP Limited

Merrill Lynch Ventures, LLC

Kohlberg Kravis Roberts & Co. L.P.

Merrill Lynch Ventures L.P. 2001

KKR & Co. L.L.C.

KKR Partners III, L.P.

KKR III GP L.L.C.

Affiliates of Dr. Thomas F.
Frist, Jr.

Dr. Thomas F. Frist, Jr.

Thomas F. Frist, III

Patricia C. Frist

Patricia F. Elcan

Frisco, Inc.

Frisco Partners

William R. Frist

Item 9.

Notice of Dissolution of Group.

Not applicable.

Item 10.

Certifications.

Not applicable.

CUSIP No. 404119109

HERCULES HOLDING II, LLC

By:

/s/ Natalie H. Cline

Name: Natalie H. Cline

Title: Attorney for Reporting Person

Exhibit
Number

Title

1

Power of Attorney of Reporting Person (incorporated by reference to Exhibit 24.1 to the Form 3 filed by Hercules Holding II, LLC with respect to HCA Inc. on April 29, 2008).