1. Name and Address of Reporting Person * |
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FRIST THOMAS F III |
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2. Date of Event Requiring Statement (Month/Day/Year) 04/29/2008 |
3. Issuer Name and Ticker or Trading Symbol HCA INC/TN [NONE]
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3100 WEST END AVENUE |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
__X__ Director |
__X__ 10% Owner |
_____ Officer (give title below) |
_____ Other (specify below) |
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5. If Amendment, Date Original Filed(Month/Day/Year)
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NASHVILLE, TN 37203 |
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned |
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1.Title of Security (Instr. 4) |
2. Amount of Securities Beneficially Owned (Instr. 4) |
3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) |
4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock, par value $0.01 per share
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1,056
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I
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Held indirectly through Hercules Holding II, LLC
(1)
(2)
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Common Stock, par value $0.01 per share
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1,056
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I
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Held indirectly through Julie D. Frist
(1)
(2)
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Common Stock, par value $0.01 per share
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17,804,125
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I
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Held indirectly through Frisco, Inc.
(1)
(3)
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Common Stock, par value $0.01 per share
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17,804,125
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I
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Held indirectly through Frisco Partners
(1)
(3)
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* |
If the form is filed by more than one reporting person, see Instruction 5(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). |
(1) |
Hercules Holding II, LLC holds 91,845,692 shares, or 97.5%, of the common stock of HCA Inc. Hercules Holding II, LLC has issued one unit per share of HCA Inc. that it owns directly. Hercules Holding II, LLC is held by a private investor group, including affiliates of Bain Capital Investors, LLC, Kohlberg Kravis Roberts & Co. L.P. and Merrill Lynch Global Private Equity, and 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 Inc. held by Hercules Holding II, LLC. However, the Reporting Person disclaims membership in any such group and disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein. |
(2) |
Thomas F. Frist, III ("TFF III") directly owns 1,056 units of Hercules Holding II, LLC and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Inc. by virtue of his membership in Hercules Holding II, LLC. TFF III may also be deemed to have indirect beneficial ownership in respect of 1,056 units of Hercules Holding II, LLC, through an indirect pecuniary interest in such units held by his wife, Julie D. Frist, and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Inc. |
(3) |
TFF III may also be deemed to share voting and dispositive power with respect to 17,804,125 shares of HCA Inc. beneficially owned by Frisco, Inc., by virtue of his position as a director of Frisco, Inc. and with respect to 17,804,125 shares of HCA Inc. beneficially owned by Frisco Partners, by virtue of his position as a partner of Frisco Partners. Frisco Inc. and Frisco Partners each have beneficial ownership of 17,804,125 units of Hercules Holding II, LLC, and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Inc. |