Edgar Filing: KKR Associates 8 NA L.P.

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

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

KKR PEI Investments, 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)
05/23/2014

(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	05/23/2014		S		2,988,574 ⁽¹⁾	D	$ 51.53 ⁽¹⁾	8,966,979.1 ⁽³⁾	I	Held though Hercules Holding II, LLC and KKR Millennium Fund L.P. ⁽³⁾ ⁽⁴⁾ ⁽¹⁰⁾ ⁽¹¹⁾ ⁽¹²⁾
Common Stock, par value $0.01 per share	05/23/2014		S		2,899,839 ⁽²⁾	D	$ 51.53 ⁽²⁾	6,067,140.1 ⁽³⁾	I	Held though Hercules Holding II, LLC and KKR Millennium Fund L.P. ⁽³⁾ ⁽⁴⁾ ⁽¹⁰⁾ ⁽¹¹⁾ ⁽¹²⁾
Common Stock, par value $0.01 per share	05/23/2014		S		2,773,083 ⁽¹⁾	D	$ 51.53 ⁽¹⁾	8,320,413.2 ⁽³⁾	I	Held though Hercules Holding II, LLC and KKR 2006 Fund L.P. ⁽³⁾ ⁽⁵⁾ ⁽¹⁰⁾ ⁽¹¹⁾ ⁽¹²⁾
Common Stock, par value $0.01 per share	05/23/2014		S		2,690,746 ⁽²⁾	D	$ 51.53 ⁽²⁾	5,629,667.2 ⁽³⁾	I	Held though Hercules Holding II, LLC and KKR 2006 Fund L.P. ⁽³⁾ ⁽⁵⁾ ⁽¹⁰⁾ ⁽¹¹⁾ ⁽¹²⁾
Common Stock, par value $0.01 per share	05/23/2014		S		1,267,429 ⁽¹⁾	D	$ 51.53 ⁽¹⁾	3,802,819.9 ⁽³⁾	I	Held though Hercules Holding II, LLC and KKR PEI investments, L.P. ⁽³⁾ ⁽⁶⁾ ⁽¹⁰⁾ ⁽¹¹⁾ ⁽¹²⁾
Common Stock, par value $0.01 per share	05/23/2014		S		1,229,797 ⁽²⁾	D	$ 51.53 ⁽²⁾	2,573,022.9 ⁽³⁾	I	Held though Hercules Holding II, LLC and KKR PEI investments, L.P. ⁽³⁾ ⁽⁶⁾ ⁽¹⁰⁾ ⁽¹¹⁾ ⁽¹²⁾
Common Stock, par value $0.01 per share	05/23/2014		S		102,492 ⁽¹⁾	D	$ 51.53 ⁽¹⁾	307,519.6 ⁽³⁾	I	Held though Hercules Holding II, LLC and KKR Partners III, L.P. ⁽³⁾ ⁽⁷⁾ ⁽¹¹⁾ ⁽¹²⁾
Common Stock, par value $0.01 per share	05/23/2014		S		99,449 ⁽²⁾	D	$ 51.53 ⁽²⁾	208,070.6 ⁽³⁾	I	Held though Hercules Holding II, LLC and KKR Partners III, L.P. ⁽³⁾ ⁽⁷⁾ ⁽¹¹⁾ ⁽¹²⁾
Common Stock, par value $0.01 per share	05/23/2014		S		62,917 ⁽¹⁾	D	$ 51.53 ⁽¹⁾	188,778.4 ⁽³⁾	I	Held though Hercules Holding II, LLC and OPERF Co-Investment LLC ⁽³⁾ ⁽⁸⁾ ⁽¹⁰⁾ ⁽¹¹⁾ ⁽¹²⁾
Common Stock, par value $0.01 per share	05/23/2014		S		61,049 ⁽²⁾	D	$ 51.53 ⁽²⁾	127,729.4 ⁽³⁾	I	Held though Hercules Holding II, LLC and OPERF Co-Investment LLC ⁽³⁾ ⁽⁸⁾ ⁽¹⁰⁾ ⁽¹¹⁾ ⁽¹²⁾
Common Stock, par value $0.01 per share	05/23/2014		S		305,505 ⁽¹⁾	D	$ 51.53 ⁽¹⁾	916,642.4 ⁽³⁾	I	Held though Hercules Holding II, LLC and 8 North America Investor, L.P. ⁽³⁾ ⁽⁹⁾ ⁽¹⁰⁾ ⁽¹¹⁾ ⁽¹²⁾
Common Stock, par value $0.01 per share	05/23/2014		S		296,434 ⁽²⁾	D	$ 51.53 ⁽²⁾	620,208.4 ⁽³⁾	I	Held though Hercules Holding II, LLC and 8 North America Investor, L.P. ⁽³⁾ ⁽⁹⁾ ⁽¹⁰⁾ ⁽¹¹⁾ ⁽¹²⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 PEI Investments, L.P. C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK, NY 10019		X
KKR PEI Associates, L.P. C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK, NY 10019		X
KKR PEI GP Ltd C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK, NY 10019		X
8 North America Investor L.P. C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK, NY 10019		X
KKR Associates 8 NA L.P. C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK, NY 10019		X
KKR 8 NA Ltd C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK, NY 10019		X
KKR Fund Holdings GP Ltd C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK, NY 10019		X
KKR & Co. L.P. C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK, NY 10019		X
KKR Management LLC 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 PEI Investments, L.P.(13)		05/28/2014
^**Signature of Reporting Person		Date
/s/ Terence P. Gallagher, KKR PEI Associates, L.P.(14)		05/28/2014
^**Signature of Reporting Person		Date
/s/ Terence P. Gallagher, KKR PEI GP Limited(15)		05/28/2014
^**Signature of Reporting Person		Date
/s/ Terence P. Gallagher, 8 North America Investor L.P.(16)		05/28/2014
^**Signature of Reporting Person		Date
/s/ Terence P. Gallagher, KKR Associates 8 NA L.P.(17)		05/28/2014
^**Signature of Reporting Person		Date
/s/ Terence P. Gallagher, KKR 8 NA Limited(18)		05/28/2014
^**Signature of Reporting Person		Date
/s/ Terence P. Gallagher, KKR Fund Holdings GP Limited(19)		05/28/2014
^**Signature of Reporting Person		Date
/s/ Terence P. Gallagher, KKR & Co. L.P.(20)		05/28/2014
^**Signature of Reporting Person		Date
/s/ Terence P. Gallagher, KKR Management LLC(21)		05/28/2014
^**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)	In connection with the secondary offering (the "Secondary Offering") of common stock, par value $0.01 per share (the "Common Stock"), of HCA Holdings, Inc. (the "Company") by certain selling shareholders to Citigroup Global Markets Inc. pursuant to an underwriting agreement (the "Underwriting Agreement") and final prospectus supplement, each dated May 19, 2014, Hercules Holding II, LLC ("Hercules"), as a selling shareholder, sold 13,949,562 shares of Common Stock of the Company at $51.53 per share. The Secondary Offering closed on May 23, 2014.
(2)	In connection with the repurchase of Common Stock from Hercules by the Company (the "Share Repurchase") pursuant to a share repurchase agreement between the Company and Hercules, Hercules sold 14,554,628 shares of Common Stock of the Company at $51.53 per share. The Share Repurchase closed on May 23, 2014.
(3)	Following the sale of shares of Common Stock reported herein, Hercules directly holds 99,363,755 shares of Common Stock, including all of the shares of Common Stock reported herein. The membership interests of Hercules Holding II, LLC are held by a private investor group, including affiliates of Bain Capital Partners, LLC, 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.
(4)	KKR Millennium Fund may be deemed to indirectly beneficially own all of these shares by virtue of the membership interests it holds in Hercules Holdings II, LLC. 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.
(5)	KKR 2006 Fund L.P. may be deemed to indirectly beneficially own these shares of Common Stock by virtue of the membership interests it holds in Hercules Holdings II, LLC. 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.
(6)	KKR PEI Investments, L.P. may be deemed to indirectly beneficially own these shares of Common Stock by virtue of the membership interests it holds in Hercules Holdings II, LLC. 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.
(7)	KKR Partners III, L.P. may be deemed to indirectly beneficially own these shares of Common Stock by virtue of the membership interests it holds in Hercules Holdings II, LLC. 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 indirectly beneficially own these shares of Common Stock by virtue of the membership interests it holds in Hercules Holdings II, LLC. 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 indirectly beneficially own these shares of Common Stock by virtue of the membership interests it holds in Hercules Holdings II, LLC. 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)	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.
(11)	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.
(12)	Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, KKR Millennium Fund L.P., KKR Associates Millennium L.P., KKR Millennium GP LLC, KKR 2006 Fund L.P., KKR Associates 2006 L.P., KKR 2006 GP LLC, OPERF Co-Investment LLC, KKR Partners III, L.P., KKR III GP LLC, KKR Fund Holdings L.P., KKR Group Holdings L.P., KKR Group Limited and Messrs. Henry R. Kravis and George R. Roberts have made a separate Form 4 filing.
Remarks: (13) Mr. Gallagher is signing in his capacity as attorney-in-fact for William J. Janetschek, Director of KKR PEI GP Limited, the general partner of KKR PEI Associates, L.P., the general partner of KKR PEI Investments, L.P. (14) Mr. Gallagher is signing in his capacity as attorney-in-fact for Mr. Janetschek, Director of KKR PEI GP Limited, the general partner of KKR PEI Associates, L.P. (15) Mr. Gallagher is signing in his capacity as attorney-in-fact for Mr. Janetschek, Director of KKR PEI GP Limited. (16) Mr. Gallagher is signing in his capacity as attorney-in-fact for Mr. Janetschek, a director of KKR 8 NA Limited, the general partner of KKR Associates 8 NA L.P., the general partner of 8 North America Investor L.P. (17) Mr. Gallagher is signing in his capacity as attorney-in-fact for Mr. Janetschek, a director of KKR 8 NA Limited, the general partner of KKR Associates 8 NA L.P. (18) Mr. Gallagher is signing in his capacity as attorney-in-fact for Mr. Janetschek, a director of KKR 8 NA Limited. (19) Mr. Gallagher is signing in his capacity as attorney-in-fact for Mr. Janetschek, a director of KKR Fund Holdings GP Limited. (20) Mr. Gallagher is signing in his capacity as attorney-in-fact for David J. Sorkin, General Counsel of KKR Management LLC, the general partner of KKR & Co. L.P. (21) Mr. Gallagher is signing in his capacity as attorney-in-fact for Mr. Sorkin, General Counsel of KKR Management LLC. Exhibit List: Exhibit 24 - Power of Attorney.

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