Sec Form 13G Filing - FRIST THOMAS F JR 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

CUSIP No. 40412C101

CUSIP No. 40412C101

CUSIP No. 40412C101

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.

Pursuant to Rule 13d-1(d) under the Securities Exchange Act of 1934, as amended (the “Act”), and as provided in the Joint Filing Agreement filed as Exhibit 1 to the original Statement on Schedule 13G, each of the persons listed below under Item 2 (each a “Reporting Person,” and collectively the “Reporting Persons”), have agreed to file one statement with respect to their ownership of common stock, par value $0.01 per share (the “Shares”), of HCA Healthcare, Inc. (as successor to HCA Inc.) (the “Issuer”).

HCA Healthcare, Inc.

One Park Plaza

Nashville, Tennessee 37203

Thomas F. Frist, Jr.

Thomas F. Frist III

William R. Frist

Patricia F. Elcan

3100 West End Avenue, Suite 1060

Nashville, TN 37203

See Item 4 of each cover page.

Common stock, $0.01 par value per share.

40412C101

CUSIP No. 40412C101

Not applicable.

(a) Amount beneficially owned:

Hercules Holding II (“Hercules”) held 68,912,077 Shares as of December 31, 2022, or 24.4%, of the common stock 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 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.

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. 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 the stockholders’ agreement of the Issuer, dated as of March 9, 2011, to nominate up to two directors of the Issuer.

Dr. Frist directly owns 478,955 shares of the Issuer. Dr. Frist directly owns 307,936.079368 units of Hercules and therefore may be deemed to own indirectly the same number of shares of common stock of the Issuer. Dr. Frist is the trustee of (i) the Thomas F. Frist GST Tax Exempt Trust and (ii) the Patricia Champion Frist 2020 Grantor Retained Annuity Trust and may be deemed to be the beneficial owner of the (i) 72,589.0649 and (ii) 232,394.586214 units of Hercules held by these trusts, respectively, and therefore may be deemed to own indirectly the same number of shares of common stock of the Issuer. Dr. Frist may also be deemed to share voting and dispositive power with respect to 36,629,163.8593 shares of the Issuer beneficially owned by Frisco, Inc. by virtue of his 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 the Issuer.

Thomas F. Frist III holds vested restricted share units payable in 8,918 shares of the Issuer which will be delivered to Mr. Frist on the date he ceases to be a member of the Board of Directors of the Issuer. Mr. Frist III directly owns 3,590,019.444022 units of Hercules and therefore may be deemed to own indirectly the same number of shares of common stock of the Issuer. Mr. Frist III may be deemed to have indirect beneficial ownership in respect of 9,496.54 units of Hercules, through an indirect pecuniary interest in such units held by his spouse, and therefore may be deemed to own indirectly the same number of shares of common stock of the Issuer. Mr. Frist III may be deemed the beneficial owner of the aggregate 28,489.62 units of Hercules held by certain trusts for the benefit of his children, each of which his sister serves as trustee, and therefore may be deemed to own indirectly the same number of shares of common stock of the Issuer. In addition, Mr. Frist’s spouse is the trustee of (i) the Thomas F. Frist III 2007 Family Trust and (ii) certain trusts for the benefit of his children, and Mr. Frist may therefore be deemed to be the beneficial owner of the (i) 1,033,528.4872 and (ii) 2,348,330.3574, respectively, units of Hercules held by these trusts and therefore may be deemed to own indirectly the same number of shares of common stock of the Issuer. Mr. Frist III may also be deemed to share voting and dispositive power with respect to 36,629,163.8593 shares of the Issuer beneficially owned by Frisco, Inc. by virtue of his 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 the Issuer.

William R. Frist holds vested restricted share units payable in 8,415 shares of the Issuer which will be delivered to Mr. Frist on the date he ceases to be a member of the Board of Directors of the Issuer. Mr. Frist directly owns 56 shares of the Issuer. Mr. Frist directly owns 941,764.950024 units of Hercules and therefore may be deemed to own indirectly the same number of shares of common stock of the Issuer. Mr. Frist may also be deemed to have indirect beneficial ownership in respect of 1,416 shares of the Issuer and 26,821.34 units of Hercules, through an indirect pecuniary interest in such shares and units held by his children and his spouse. In addition, Mr. Frist may be deemed the beneficial owner of the 60,678 shares of the Issuer and the 1,147,828.7937 units of Hercules held by the William R. Frist Family Partnership, of which his spouse serves as trustee, the 12,623 shares of the Issuer and the 135,889.7145 units of Hercules held by WRF 2015 II LLC, of which he is an officer and a managing member, and the 328,229 shares of the Issuer and the 6,744,598.319099 units of Hercules held by The William R. Frist 2010 Family Trust, of which he serves as trustee. Mr. Frist may also be deemed to be the beneficial owner of the aggregate 2,712 shares of the Issuer and 3,962,484.8921 units of Hercules held by eight trusts for the benefit of his children, each of which his spouse serves as trustee, and therefore may be deemed to own indirectly the same number of shares of common stock of the Issuer. In addition, Mr. Frist may be deemed the beneficial owner of the (i) 1,225,739.6894 and (ii) 200,644.4012 units of Hercules held by (i) WRF 2015, LLC and (ii) WRF 2015 IV, LLC, respectively, each of which he is an officer and a managing member, and therefore may be deemed to own indirectly the same number of shares of common stock of the Issuer. Mr. Frist may also be deemed to share voting and dispositive power with respect to 36,629,163.8593 shares of the Issuer beneficially owned by Frisco, Inc. by virtue of his 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 the Issuer.

Patricia F. Elcan directly owns 41,052 shares of the Issuer and 776,573.9641 units of Hercules jointly with her spouse. Mrs. Elcan directly owns 649,138.135555 units of Hercules and therefore may be deemed to own indirectly the same number of shares of common stock of the Issuer. Mrs. Elcan may also be deemed to have indirect beneficial ownership in respect of 5,031 shares of the Issuer and 84,306.0149 units of Hercules, through an indirect pecuniary interest in such shares and units held by her spouse. Mrs. Elcan’s spouse is the trustee of The Patricia Frist Elcan 2011 Family Trust, and

Mrs. Elcan may be deemed to be the beneficial owner of the 126,216.916981 units of Hercules held by such trust. Mrs. Elcan may be deemed to be the beneficial owner of the 30,495 shares of the Issuer and the 877,510.2741 units of Hercules held by three trusts for the benefit of her children of which she serves as trustee. Mrs. Elcan may also be deemed to be the beneficial owner of the aggregate of 116,766 shares of the Issuer and the aggregate of 7,760,565.089138 units of Hercules held by nine additional grantor retained annuity trusts for the benefit of her children, six of which she serves as trustee and three of which her spouse serves as trustee. Mrs. Elcan may also be deemed to share voting and dispositive power with respect to 36,629,163.8593 shares of the Issuer 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 the Issuer.

(i) Sole power to vote or to direct the vote

See Item 5 of each cover page.

(ii) Shared power to vote or to direct the vote

See Item 6 of each cover page.

(iii) Sole power to dispose or to direct the disposition of

See Item 7 of each cover page.

(iv) Shared power to dispose or to direct the disposition of

See Item 8 of each cover page.

CUSIP No. 40412C101

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 Holdings 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.

CUSIP No. 40412C101

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.

EXHIBITS