Foster Jon M Form 4 HCA Healthcare / Jon M Foster ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

Foster Jon M

(Last)

(First)

(Middle)

ONE PARK PLAZA

(Street)

NASHVILLE

37203

(City)

(State)

(Zip)

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP and COO

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2024

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

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	05/15/2024		G		5,350	D	$0	0	I	By Spouse
Common Stock	05/15/2024		G		5,350	A	$0	54,308	I	By LCF Trust (Reporting Person, Trustee)
Common Stock	11/14/2024		J⁽¹⁾		9,502	D	$352.74	30,535	D
Common Stock	11/14/2024		J⁽¹⁾		9,502	A	$352.74	64,560	I	By JMF Trust (Spouse and Robert Nagel, Co-Trustees)
Common Stock	11/14/2024		G		1,955	D	$0	28,580	D
Common Stock	11/14/2024		G		1,955	A	$0	66,515	I	By JMF Trust (Spouse and Robert Nagel, Co-Trustees)
Common Stock	11/14/2024		G		18,000	D	$0	10,580	D
Common Stock	11/14/2024		G		18,000	A	$0	18,000	I	By Spouse
Common Stock	11/14/2024		M		36,600	A	$101.16	47,180	D
Common Stock	11/14/2024		F		20,902	D	$345.51	26,278	D

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Appreciation Right	$101.16	11/14/2024		M			36,600	⁽²⁾	01/31/2028	Common Stock	36,600	$0	0	D

Explanation of Responses:

1. Pursuant to a power of substitution, on November 14, 2024, the Reporting Person transferred 9,502 shares of common stock of the Issuer to a trust in exchange for assets of equal value. The transfer was made at a price per share equal to $352.74 (the average of the high and low prices of shares of common stock of the Issuer on November 14, 2024). The transfer did not change the total number of shares of common stock of the Issuer of which the Reporting Person may be deemed to have beneficial ownership.

2. The stock appreciation rights vested in four equal annual installments beginning on January 31, 2019.

	/s/ Natalie Harrison Cline, Attorney-in-Fact	11/18/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

Foster Jon M Form 4HCA Healthcare / Jon M Foster ownership change