Edgar Filing: HCA Holdings, Inc.

Ownership Submission

FORM 4

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

KKR Millennium Fund L.P.

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

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

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

(Last)

(First)

(Middle)

C/O KOHLBERG KRAVIS ROBERTS &, CO. L.P., 9 WEST 57TH STREET, SUITE 4200

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2014

(Street)

NEW YORK, NY 10019

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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 Following Reported Transaction(s) (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)	Code	V	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	07/01/2014		J⁽²⁾		541,306	D	$ 51.975 ⁽²⁾	2,031,716.9	I	Held through Hercules Holding II, LLC and KKR PEI Investments, L.P. ⁽¹⁾ ⁽⁴⁾ ⁽¹¹⁾ ⁽¹²⁾
Common Stock, par value $0.01 per share	05/10/2016		S		3,730,122 ⁽³⁾	D	$ 80.12 ⁽³⁾	2,337,018.1	I	Held through Hercules Holding II, LLC and KKR Millennium Fund L.P. ⁽¹⁾ ⁽³⁾ ⁽⁵⁾ ⁽¹¹⁾ ⁽¹²⁾ ⁽¹³⁾
Common Stock, par value $0.01 per share	05/10/2016		S		3,461,161 ⁽³⁾	D	$ 80.12 ⁽³⁾	2,168,506.2	I	Held through Hercules Holding II, LLC and KKR 2006 Fund L.P. ⁽¹⁾ ⁽³⁾ ⁽⁶⁾ ⁽¹¹⁾ ⁽¹²⁾ ⁽¹³⁾
Common Stock, par value $0.01 per share	05/10/2016		S		1,249,115 ⁽³⁾	D	$ 80.12 ⁽³⁾	782,601.9	I	Held through Hercules Holding II, LLC and KKR PEI Investments, L.P. ⁽¹⁾ ⁽³⁾ ⁽⁴⁾ ⁽¹¹⁾ ⁽¹²⁾ ⁽¹³⁾
Common Stock, par value $0.01 per share	05/10/2016		S		127,923 ⁽³⁾	D	$ 80.12 ⁽³⁾	80,147.6	I	Held through Hercules Holding II, LLC and KKR Partners III, L.P. ⁽¹⁾ ⁽³⁾ ⁽⁷⁾ ⁽¹²⁾ ⁽¹³⁾
Common Stock, par value $0.01 per share	05/10/2016		S		78,529 ⁽³⁾	D	$ 80.12 ⁽³⁾	49,200.4	I	Held through Hercules Holding II, LLC and OPERF Co-Investment LLC ⁽¹⁾ ⁽³⁾ ⁽⁸⁾ ⁽¹¹⁾ ⁽¹²⁾ ⁽¹³⁾
Common Stock, par value $0.01 per share	05/10/2016		S		381,309 ⁽³⁾	D	$ 80.12 ⁽³⁾	238,899.4	I	Held through Hercules Holding II, LLC and 8 North America Investor L.P. ⁽¹⁾ ⁽³⁾ ⁽⁹⁾ ⁽¹¹⁾ ⁽¹²⁾ ⁽¹³⁾
Common Stock, par value $0.01 per share	05/10/2016		S		332,799 ⁽³⁾	D	$ 80.12 ⁽³⁾	208,507	I	Held through Hercules Holding II, LLC and ASF Walter Co-Invest L.P. ⁽¹⁾ ⁽³⁾ ⁽¹⁰⁾ ⁽¹¹⁾ ⁽¹²⁾ ⁽¹³⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
KKR Millennium Fund L.P. C/O KOHLBERG KRAVIS ROBERTS & CO. L.P., 9 WEST 57TH STREET, SUITE 4200 NEW YORK, NY 10019		X
KKR Associates Millennium L.P. C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK, NY 10019		X
KKR Millennium GP LLC C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK, NY 10019		X
KKR 2006 Fund L.P. C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK, NY 10019		X
KKR Associates 2006 LP C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK, NY 10019		X
KKR 2006 GP LLC C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK, NY 10019		X
OPERF Co-Investment LLC C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK, NY 10019		X
KKR Partners III, L.P. C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK, NY 10019		X
KKR III GP LLC C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK, NY 10019		X
KKR Fund Holdings L.P. C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK, NY 10019		X

Signatures

/s/ Terence P. Gallagher, KKR Millennium Fund L.P.(14)		05/12/2016
^**Signature of Reporting Person		Date
/s/ Terence P. Gallagher, KKR Associates Millennium L.P.(15)		05/12/2016
^**Signature of Reporting Person		Date
/s/ Terence P. Gallagher, KKR Millennium GP LLC(16)		05/12/2016
^**Signature of Reporting Person		Date
/s/ Terence P. Gallagher, KKR 2006 Fund L.P.(17)		05/12/2016
^**Signature of Reporting Person		Date
/s/ Terence P. Gallagher, KKR Associates 2006 L.P.(18)		05/12/2016
^**Signature of Reporting Person		Date
/s/ Terence P. Gallagher, KKR 2006 GP LLC(19)		05/12/2016
^**Signature of Reporting Person		Date
/s/ Terence P. Gallagher, OPERF Co-Investment LLC(20)		05/12/2016
^**Signature of Reporting Person		Date
/s/ Terence P. Gallagher, KKR Partners III, L.P.(21)		05/12/2016
^**Signature of Reporting Person		Date
/s/ Terence P. Gallagher, KKR III GP LLC(22)		05/12/2016
^**Signature of Reporting Person		Date
/s/ Terence P. Gallagher, KKR Fund Holdings L.P.(23)		05/12/2016
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Hercules Holding II, LLC ("Hercules") directly holds shares of common stock, par value $0.01 per share (the "Common Stock"), of HCA Holdings, Inc. (the "Company"), including all of the shares of Common Stock reported herein, except as set forth below. The membership interests of Hercules are held by a private investor group, including certain affiliates of Kohlberg Kravis Roberts & Co. L.P. and Company founder Dr. Thomas F. Frist, Jr. Each of such persons disclaims membership in any such group and each of such persons other than Hercules disclaims beneficial ownership of these securities, except to the extent of its pecuniary interest therein.
(2)	Reflects a transfer of interests in Hercules by KKR PEI Investments, L.P. to ASF Walter Co-Invest L.P.
(3)	Represents shares of Common Stock distributed by Hercules to certain of its members which shares of Common Stock are indirectly beneficially owned by such entities through their direct ownership in Hercules and which shares are subsequently being repurchased by the Company for $80.12 per share.
(4)	KKR PEI Investments, L.P. may be deemed to beneficially own these shares of Common Stock by virtue of the membership interests it holds in Hercules. The sole general partner of KKR PEI Investments, L.P. is KKR PEI Associates, L.P., and the sole general partner of KKR PEI Associates, L.P. is KKR PEI GP Limited. The sole shareholder of KKR PEI GP Limited is KKR Fund Holdings L.P.
(5)	KKR Millennium Fund may be deemed to beneficially own these shares of Common Stock by virtue of the membership interests it holds in Hercules. The sole general partner of the KKR Millennium Fund is KKR Associates Millennium L.P., and KKR Millennium GP LLC is the sole general partner of KKR Associates Millennium L.P. The designated member of KKR Millennium GP LLC is KKR Fund Holdings L.P.
(6)	KKR 2006 Fund L.P. may be deemed to beneficially own these shares of Common Stock by virtue of the membership interests it holds in Hercules. The sole general partner of the KKR 2006 Fund L.P. is KKR Associates 2006 L.P., and the sole general partner of KKR Associates 2006 L.P. is KKR 2006 GP LLC. The designated member of KKR 2006 GP LLC is KKR Fund Holdings L.P.
(7)	KKR Partners III, L.P. may be deemed to beneficially own these shares of Common Stock by virtue of the membership interests it holds in Hercules. The sole general partner of KKR Partners III, L.P. is KKR III GP LLC. The managers of KKR III GP LLC are Messrs. Henry R. Kravis and George R. Roberts.
(8)	OPERF Co-Investment may be deemed to beneficially own these shares of Common Stock by virtue of the membership interests it holds in Hercules. The sole general manager of OPERF Co-Investment is KKR Associates 2006 L.P, and the sole general partner of KKR Associates 2006 L.P. is KKR 2006 GP LLC. The designated member of KKR 2006 GP LLC is KKR Fund Holdings L.P.
(9)	8 North America Investor L.P. may be deemed to beneficially own these shares of Common Stock by virtue of the membership interests it holds in Hercules. The sole general partner of 8 North America Investor L.P. is KKR Associates 8 NA L.P., and the sole general partner of KKR Associates 8 NA L.P. is KKR 8 NA Limited. The sole shareholder of KKR 8 NA Limited is KKR Fund Holdings L.P.
(10)	ASF Walter Co-Invest L.P. may be deemed to beneficially own these shares of Common Stock by virtue of the membership interests it holds in Hercules. The general partner of ASF Walter Co-Invest L.P. is ASF Walter Co-Invest GP Limited. The sole shareholder of ASF Walter Co-Invest GP Limited is KKR Fund Holdings L.P.
(11)	The general partners of KKR Fund Holdings L.P. are KKR Fund Holdings GP Limited and KKR Group Holdings L.P. The sole shareholder of KKR Fund Holdings GP Limited is KKR Group Holdings L.P. The sole general partner of KKR Group Holdings L.P. is KKR Group Limited. The sole shareholder of KKR Group Limited is KKR & Co. L.P. The sole general partner of KKR & Co. L.P. is KKR Management LLC. The designated members of KKR Management LLC are Henry R. Kravis and George R. Roberts.
(12)	Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein.
(13)	Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, KKR PEI Investments, L.P., KKR PEI Associates, L.P., KKR PEI GP Limited, 8 North America Investor L.P., KKR Associates 8 NA L.P., KKR 8 NA Limited, KKR Fund Holdings GP Limited, ASF Walter Co-Invest L.P., ASF Walter Co-Invest GP Limited, KKR Group Holdings L.P., KKR Group Limited, KKR & Co. L.P., KKR Management LLC and Messrs. Henry R. Kravis and George R. Roberts have made a separate Form 4 filing.
Remarks: (14) Mr. Gallagher is signing in his capacity as attorney-in-fact for William J. Janetschek, a member of KKR Millennium GP LLC, the general partner of KKR Associates Millennium L.P., the general partner of KKR Millennium Fund L.P. (15) Mr. Gallagher is signing in his capacity as attorney-in-fact for Mr. Janetschek, a member of KKR Millennium GP LLC, the general partner of KKR Associates Millennium L.P. (16) Mr. Gallagher is signing in his capacity as attorney-in-fact for Mr. Janetschek, a member of KKR Millennium GP LLC. (17) Mr. Gallagher is signing in his capacity as attorney-in-fact for Mr. Janetschek, a member of KKR 2006 GP LLC, the general partner of KKR Associates 2006 L.P., the general partner of KKR 2006 Fund L.P. (18) Mr. Gallagher is signing in his capacity as attorney-in-fact for Mr. Janetschek, a member of KKR 2006 GP LLC, the general partner of KKR Associates 2006 L.P. (19) Mr. Gallagher is signing in his capacity as attorney-in-fact for Mr. Janetschek, a member of KKR 2006 GP LLC. (20) Mr. Gallagher is signing in his capacity as attorney-in-fact for Mr. Janetschek, a member of KKR 2006 GP LLC, the general partner of KKR Associates 2006 L.P., the manager of OPERF Co-Investment LLC. (21) Mr. Gallagher is signing in his capacity as attorney-in-fact for Mr. Janetschek, an authorized person of KKR III GP LLC, the general partner of KKR Partners III, L.P. (22) Mr. Gallagher is signing in his capacity as attorney-in-fact for Mr. Janetschek, an authorized person of KKR III GP LLC. (23) Mr. Gallagher is signing in his capacity as attorney-in-fact for Mr. Janetschek, a director of KKR Fund Holdings GP Limited, the general partner of KKR Fund Holdings L.P.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.