Edgar Filing: Davis Jana Joustra

Ownership Submission

FORM 3

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

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Davis Jana Joustra

2. Date of Event Requiring Statement (Month/Day/Year)
02/09/2011

3. Issuer Name and Ticker or Trading Symbol
HCA Holdings, Inc. [NONE]

(Last)

(First)

(Middle)

ONE PARK PLAZA

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

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

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

(Street)

NASHVILLE,Â TNÂ 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

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

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	15,873	D	Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Non-Qualified Stock Option (right to buy)	Â ⁽¹⁾	01/24/2012	Common Stock	2,394	$ 12.75 ⁽²⁾	D	Â
Non-Qualified Stock Option (right to buy)	Â ⁽¹⁾	01/29/2013	Common Stock	1,850	$ 12.75 ⁽²⁾	D	Â
Non-Qualified Stock Option (right to buy)	Â ⁽¹⁾	01/29/2014	Common Stock	1,007	$ 12.75 ⁽²⁾	D	Â
Non-Qualified Stock Option (right to buy)	Â ⁽³⁾	01/27/2015	Common Stock	245	$ 12.75 ⁽²⁾	D	Â
Non-Qualified Stock Option (right to buy)	Â ⁽³⁾	01/27/2015	Common Stock	55	$ 12.75 ⁽²⁾	D	Â
Non-Qualified Stock Option (right to buy)	Â ⁽³⁾	01/27/2015	Common Stock	158	$ 12.75 ⁽²⁾	D	Â
Non-Qualified Stock Option (right to buy)	Â ⁽³⁾	01/26/2016	Common Stock	46	$ 12.75 ⁽²⁾	D	Â
Non-Qualified Stock Option (right to buy)	Â ⁽³⁾	01/26/2016	Common Stock	247	$ 12.75 ⁽²⁾	D	Â
Non-Qualified Stock Option (right to buy)	Â ⁽³⁾	01/26/2016	Common Stock	58	$ 12.75 ⁽²⁾	D	Â
Non-Qualified Stock Option (right to buy)	Â ⁽³⁾	01/26/2016	Common Stock	27	$ 12.75 ⁽²⁾	D	Â
Non-Qualified Stock Option (right to buy)	Â ⁽⁴⁾	01/30/2017	Common Stock	2,196	$ 51	D	Â
Non-Qualified Stock Option (right to buy)	Â ⁽⁵⁾	01/30/2017	Common Stock	1,467	$ 23.91 ⁽⁶⁾	D	Â
Non-Qualified Stock Option (right to buy)	Â ⁽⁷⁾	01/30/2017	Common Stock	2,196	$ 51	D	Â
Non-Qualified Stock Option (right to buy)	Â ⁽⁸⁾	01/30/2017	Common Stock	732	$ 23.91 ⁽⁶⁾	D	Â
Non-Qualified Stock Option (right to buy)	08/27/2010	08/27/2019	Common Stock	500	$ 49.18 ⁽⁹⁾	D	Â
Non-Qualified Stock Option (right to buy)	Â ⁽¹⁰⁾	08/27/2019	Common Stock	2,000	$ 29.18 ⁽⁶⁾	D	Â
Non-Qualified Stock Option (right to buy)	Â ⁽¹¹⁾	08/27/2019	Common Stock	500	$ 71.68	D	Â
Non-Qualified Stock Option (right to buy)	Â ⁽¹²⁾	08/27/2019	Common Stock	500	$ 29.18 ⁽⁶⁾	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Davis Jana Joustra ONE PARK PLAZA NASHVILLE,Â TNÂ 37203	Â	Â	Â SVP - Communications	Â

Signatures

/s/ Natalie Harrison Cline, Attorney-in-Fact		02/22/2011
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	On December 16, 2004, HCA Inc. announced the acceleration of vesting of all unvested options awarded to employees and officers under the HCA 2000 Equity Incentive Plan which had exercise prices greater than the closing price of HCA Inc.'s common stock on December 14, 2004 of $40.89 per share, as reported by the New York Stock Exchange.
(2)	This option was assumed by the HCA Inc., as the surviving corporation in the merger of Hercules Acquisition Corporation with and into HCA Inc., effective November 17, 2006, pursuant to the Merger Agreement dated July 24, 2006 among Hercules Holding II, LLC, Hercules Acquisition corporation and HCA Inc., and adjusted so that the option would retain the same "spread value" (as defined below) as immediately prior to the merger, but the new per share exercise price for the option would be $12.75. The term "spread value" means the difference between (x) the aggregate fair market value of the common stock (determined using the merger consideration of $51.00 per share) subject to the outstanding options held by the participant immediately prior to the merger that were assumed by the surviving corporation, and (y) the aggregate exercise price of those options.
(3)	Immediately before the effective time of the merger of Hercules Acquisition Corporation with and into HCA Inc. on November 17, 2006, pursuant to the Merger Agreement dated July 24, 2006 among Hercules Holding II, LLC, Hercules Acquisition Corporation and HCA Inc., all unvested options became fully vested and immediately exercisable.
(4)	The option vested in three equal annual installments beginning on January 30, 2008.
(5)	The option vests in two equal annual installments beginning on January 30, 2011.
(6)	Represents a reduction in the per share exercise price applied to unvested stock options in connection with the distributions of $17.50, $5.00 and $20.00, respectively, per share of the Company's outstanding common stock and outstanding vested stock options held on the February 1, May 6 and November 24, 2010 record dates, respectively, of such distributions.
(7)	The option vested in equal increments at the end of fiscal years 2007, 2008 and 2009 based upon the achievement of certain annual EBITDA performance targets.
(8)	The option vests in equal increments of at the end of fiscal years 2010 and 2011 if certain annual EBITDA performance targets are achieved, subject to "catch up" vesting if at the end of any year noted above or at the end of fiscal year 2012, the cumulative total EBITDA earned in all prior years (2007-2011) exceeds the cumulative EBITDA target at the end of such fiscal year. The EBITDA performance criteria for 2010 was met, resulting in vesting of the option as to 732 shares.
(9)	Represents a reduction in the per share exercise price applied to unvested stock options in connection with the distributions of $17.50 and $5.00, respectively, per share of the Company's outstanding common stock and outstanding vested stock options held on the February 1 and May 6, 2010 record dates, respectively, of such distributions.
(10)	The option vests in four equal annual installments beginning on August 27, 2011.
(11)	The option vested at the end of fiscal year 2009 based upon the achievement of certain annual EBITDA performance targets.
(12)	The option vests in equal increments of at the end of fiscal years 2010, 2011, 2012 and 2013 if certain annual EBITDA performance targets are achieved, subject to "catch up" vesting if at the end of any year noted above or at the end of fiscal year 2014, the cumulative total EBITDA earned in all prior years (2009 - 2013) exceeds the cumulative EBITDA target at the end of such fiscal year. The EBITDA performance criteria for 2010 was met, resulting in vesting of the option as to 500 shares.

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