Merrill Lynch GP, Inc. 3
Accession 0001104659-08-028042
Filed
Apr 28, 8:00 PM ET
Accepted
Apr 29, 6:55 PM ET
Size
93.2 KB
Accession
0001104659-08-028042
Insider Transaction Report
- 21,145,716(indirect: By LLC)
Common stock, par value $0.01 per share
- 1,247,225(indirect: By LLC)
Common stock, par value $0.01 per share
- 980,392(indirect: By LLC)
Common stock, par value $0.01 per share
- 980,392(indirect: By LLC)
Common stock, par value $0.01 per share
- 1,247,225(indirect: By LLC)
Common stock, par value $0.01 per share
- 21,145,716(indirect: By LLC)
Common stock, par value $0.01 per share
- 980,392(indirect: By LLC)
Common stock, par value $0.01 per share
- 1,247,225(indirect: By LLC)
Common stock, par value $0.01 per share
- 21,145,716(indirect: By LLC)
Common stock, par value $0.01 per share
- 1,247,225(indirect: By LLC)
Common stock, par value $0.01 per share
- 21,145,716(indirect: By LLC)
Common stock, par value $0.01 per share
- 980,392(indirect: By LLC)
Common stock, par value $0.01 per share
- 980,392(indirect: By LLC)
Common stock, par value $0.01 per share
- 21,145,716(indirect: By LLC)
Common stock, par value $0.01 per share
- 1,247,225(indirect: By LLC)
Common stock, par value $0.01 per share
- 980,392(indirect: By LLC)
Common stock, par value $0.01 per share
- 1,247,225(indirect: By LLC)
Common stock, par value $0.01 per share
- 21,145,716(indirect: By LLC)
Common stock, par value $0.01 per share
- 980,392(indirect: By LLC)
Common stock, par value $0.01 per share
- 21,145,716(indirect: By LLC)
Common stock, par value $0.01 per share
- 1,247,225(indirect: By LLC)
Common stock, par value $0.01 per share
- 1,247,225(indirect: By LLC)
Common stock, par value $0.01 per share
- 21,145,716(indirect: By LLC)
Common stock, par value $0.01 per share
- 980,392(indirect: By LLC)
Common stock, par value $0.01 per share
- 1,247,225(indirect: By LLC)
Common stock, par value $0.01 per share
- 21,145,716(indirect: By LLC)
Common stock, par value $0.01 per share
- 980,392(indirect: By LLC)
Common stock, par value $0.01 per share
- 1,247,225(indirect: By LLC)
Common stock, par value $0.01 per share
- 21,145,716(indirect: By LLC)
Common stock, par value $0.01 per share
- 980,392(indirect: By LLC)
Common stock, par value $0.01 per share
Footnotes (6)
- [F1]Hercules Holding II, LLC holds 91,845,692 shares, or 97.5%, of the common stock of HCA Inc. Hercules Holding II, LLC is held by a private investor group, including affiliates of Bain Capital Investors, LLC, Kohlberg Kravis Roberts & Co. L.P. and Merrill Lynch Global Private Equity, and affiliates of HCA, Inc. founder Dr. Thomas F. Frist, Jr. Each of the Reporting Persons may be deemed to be a member of a group exercising voting and investment control over the shares of common stock held by HCA Inc. (continued in footnote (2))
- [F2]However, each Reporting Person disclaims membership in any such group and disclaims beneficial ownership of these securities, except to the extent of its or his pecuniary interest therein. ML Global Private Equity Fund, L.P. ("Global Private Equity Fund") and its affiliates collectively have the right under Hercules Holding II, LLC's limited liability company agreement to nominate up to three directors of HCA Inc. Each of Global Private Equity Fund and its affiliates disclaims that it is a director of HCA Inc.
- [F3]Global Private Equity Fund directly owns 21,145,716 units of Hercules Holding II, LLC and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Inc. by virtue of its membership in Hercules Holding II, LLC. As the sole general partner of Global Private Equity Fund, MLGPE Ltd. may be deemed to share voting and dispositive power with respect to the shares of common stock of HCA Inc. held by Global Private Equity Fund. MLGPE Ltd. is a wholly-owned subsidiary of ML Global Private Equity Partners, L.P., the general partner of which is Merrill Lynch GP Inc., which is a wholly-owned subsidiary of Merrill Lynch Group, Inc., which is a wholly-owned subsidiary of Merrill Lynch & Co., Inc. Each such person disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
- [F4]ML HCA Co-Invest, LP directly owns 1,247,225 units of Hercules Holding II, LLC and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Inc. by virtue of its membership in Hercules Holding II, LLC. The general partner of ML HCA Co-Invest, LP is ML HCA Co-Invest, Ltd. ML HCA Co-Invest, Ltd. is a wholly-owned subsidiary of ML Global Private Equity Fund, L.P. The sole general partner of Global Private Equity Fund is MLGPE Ltd, a wholly-owned subsidiary of ML Global Private Equity Partners, L.P., the general partner of which is Merrill Lynch GP Inc., which is a wholly-owned subsidiary of Merrill Lynch Group, Inc., which is a wholly-owned subsidiary of Merrill Lynch & Co., Inc. Each such person disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
- [F5]Merrill Lynch Ventures L.P. 2001 ("Ventures") directly owns 980,392 units of Hercules Holding II, LLC and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Inc. by virtue of its membership in Hercules Holding II, LLC. As the sole general partner of Ventures, Merrill Lynch Ventures, LLC may be deemed to share voting and dispositive power with respect to the shares of common stock of HCA Inc. held by Ventures. Merrill Lynch Ventures is a wholly-owned subsidiary of Merrill Lynch Group, Inc., which is a wholly-owned subsidiary of Merrill Lynch & Co., Inc. Each such person disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
- [F6]The filing of this statement shall not be deemed an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, any of the Reporting Persons is the beneficial owner of all such equity securities covered by this statement.
Documents
Issuer
HCA INC/TN
CIK 0000860730
Related Parties
1- filerCIK 0001380402
Filing Metadata
- Form type
- 3
- Filed
- Apr 28, 8:00 PM ET
- Accepted
- Apr 29, 6:55 PM ET
- Size
- 93.2 KB