Sec Form 13G Filing - HERCULES HOLDING II filing for HCA Healthcare Inc. (HCA) - 2023-02-14

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 12)*

HCA Healthcare, Inc.

(as successor to HCA Inc.)

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

40412C101

(CUSIP Number)

December 31, 2022

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 40412C101

STATEMENT ON SCHEDULE 13G

This is Amendment No. 12 to the Schedule 13G filed with the Securities and Exchange Commission on February 17, 2009 related to the common stock, par value $0.01 per share (the “Shares”), of HCA Healthcare, Inc. (the “Issuer”), a Delaware corporation, beneficially owned by Hercules Holding II, a Delaware general partnership.

(a) Name of Issuer:

HCA Healthcare, Inc.

(b) Address of Issuer’s Principal Executive Offices:

One Park Plaza

Nashville, Tennessee 37203

(a) Name of Person Filing:

Hercules Holding II

(b) Address of Principal Business Office, or, if none, Residence:

3100 West End Avenue

Suite 1060

Nashville, TN 37203

(c) Citizenship:

See Item 4 of cover page.

(d) Title of Class of Securities:

Common stock, par value $0.01 per share

(e) CUSIP Number:

40412C101

Not applicable.

(a) Amount beneficially owned:

Hercules Holding II held 68,912,077 Shares as of December 31, 2022, or 24.4%, of the Shares of the Issuer based on 282,716,700 shares of voting common stock outstanding as of October 24, 2022 as reported in HCA Healthcare, Inc.’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 1, 2022. The units of Hercules Holding II are held by a private investor group, including affiliates of Dr. Thomas F. Frist, Jr. the founder of the Issuer, all of whom are parties to the partnership agreement of Hercules Holding II.

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. However, each such person disclaims membership in any such group and disclaims beneficial ownership of such Shares. Affiliates of Dr. Thomas F. Frist, Jr. collectively have the right under a stockholders’ agreement among the Issuer, Hercules Holding II, LLC and the investment group to nominate up to two directors of the Issuer.

(b) Percent of class:

See Item 11 of the cover page, and Item 4(a) above.

(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.

Not applicable.

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 partnership agreement of Hercules Holding II. See Item 4 above and Item 8 below.

Not applicable.

As stated in Item 4 above, Hercules Holding II held 68,912,077 Shares as of December 31, 2022, or 24.4%, of the Shares of the Issuer. Hercules Holding II is held by a private investor group, including affiliates of Dr. Thomas F. Frist, Jr., the founder of the Issuer. 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. 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 Dr. Thomas F. Frist, Jr.

Dr. Thomas F. Frist, Jr.

Thomas F. Frist III

William R. Frist

Patricia F. Elcan

Each such person has separately complied with its Schedule 13G reporting obligations with respect to the Issuer.

Not applicable.

Not applicable.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 14, 2023

EXHIBITS