Frisco Holding II 4

What Happened

• Frisco Holding II (a reported 10% owner held by a private investor group that includes affiliates of Dr. Thomas F. Frist Jr.) completed a non‑market exchange on February 6, 2026. The filing shows a disposition of 36,629,188 HCA common shares and an acquisition of 36,557,141 newly issued HCA common shares. No prices or cash amounts are reported (N/A).
• The transactions were effected as part of a reorganization: the reporting person converted to an entity taxable as a partnership and the swap qualified as a tax‑free reorganization under Section 368(a). The exchanges were exempt from registration under the Securities Act and exempt from Section 16(b) under Rule 16b‑3.

Key Details

• Transaction date: 2026-02-06. Form 4 filed: 2026-02-10 (filed within required two business days).
• Disposition: 36,629,188 shares (code J — other acquisition/disposition); Acquisition: 36,557,141 newly issued shares (code J). No per‑share price or dollar value reported (N/A).
• Net difference: disposed ~72,047 more shares than acquired (as reported).
• Shares owned after the transactions: not specified in the provided excerpt of the filing.
• Footnotes: (1) Exchange was part of a Section 368 reorganization and conversion to partnership tax status; (2) Reporting person is held by a private investor group including Frist affiliates; (3) Some disposed shares were previously reported as indirectly owned through Hercules Holding II and were distributed pro rata for no consideration—i.e., change in form of beneficial ownership, not necessarily a change in economic interest.

Context

• This was not an open‑market buy or sale but an internal restructuring and share exchange tied to a tax reorganization and entity conversion. For retail investors, such transactions generally reflect corporate/ownership restructuring rather than a traditional insider “buy” (bullish) or “sell” (raising cash) signal.
• As a 10% owner (institutional/private investor group), this filing reports ownership reclassification by an entity, not routine executive trading.