Elcan Patricia F 4
4 · HCA Healthcare, Inc. · Filed Feb 10, 2026
Research Summary
AI-generated summary of this filing
HCA Healthcare 10% Owner Patricia Elcan Exchanges 36.6M Shares
What Happened Patricia F. Elcan, reported as a 10% owner related to private investor groups tied to HCA founder affiliates, was involved in a non‑market share exchange on February 6, 2026. In the transaction Frisco disposed of 36,629,188 existing HCA shares and received 36,557,141 newly issued HCA shares in return. No cash price is reported (N/A) because this was an intra‑group reorganization/exchange rather than an open‑market buy or sell.
Key Details
- Transaction date: February 6, 2026. Transaction type: other acquisition/disposition (exchange) reported on Form 4.
- Shares disposed: 36,629,188 (old shares). Shares acquired: 36,557,141 (newly issued shares). Price: N/A (exchange, not an open‑market trade).
- Shares held after transaction: Frisco holds 36,557,141 shares; Hercules holds 32,282,889 shares (see footnotes for breakdowns).
- Footnotes: Transaction was exempt from registration under the Securities Act and exempt from Section 16(b) under Rule 16b‑3. The exchange, together with Frisco’s conversion to an entity taxed as a partnership, constituted a tax reorganization under IRC Section 368(a).
- Beneficial ownership note: Elcan may be deemed to exercise voting and investment control over shares held by Frisco and Hercules but disclaims beneficial ownership except for pecuniary interests (e.g., 1,172 shares directly, 11,971,002 shares in trusts for her children, and additional partnership unit interests listed in the filing).
- These shares are held jointly with the reporting person’s spouse or in trusts for the benefit of their children as detailed in the filing.
Context This was a corporate/partnership reorganization and share exchange, not a typical buy or sale that signals a trade belief about the stock’s short‑term direction. For retail investors, exchanges of this type are administrative and tax‑related and do not necessarily reflect a changing investment view by the insider. The filing documents the change in share form and the reporting person’s disclosed control/pecuniary interests.
Insider Transaction Report
- Other
Common Stock, par value $0.01 per share
[F1]2026-02-06−36,629,188→ 0 total(indirect: By Frisco Holding II) - Other
Common Stock, par value $0.01 per share
[F1][F2]2026-02-06+36,557,141→ 36,557,141 total(indirect: By Frisco Holding II)
- 41,052
Common Stock, par value $0.01 per share
[F3] - 32,282,889(indirect: By Hercules Holding II)
Common Stock, par value $0.01 per share
[F4] - 5,031(indirect: By Spouse)
Common Stock, par value $0.01 per share
- 147,261(indirect: By Trust)
Common Stock, par value $0.01 per share
[F5]
Footnotes (5)
- [F1]On February 6, 2026, Frisco ("Frisco") disposed of 36,629,188 shares of Common Stock, par value $0.01 per share ("Shares"), of HCA Healthcare, Inc. (the "Issuer"), in exchange for 36,557,141 Shares newly issued by the Issuer to Frisco, in each case, in a transaction exempt from the registration requirements of the Securities Act of 1933 and from Section 16(b) of the Securities Exchange Act of 1934 pursuant to Rule 16b-3 thereunder. These transactions, together with the conversion of Frisco to an entity taxable as a partnership for U.S. federal income tax purposes, constituted a reorganization for purposes of Section 368(a) of the Internal Revenue Code of 1986, as amended.
- [F2]Frisco holds 36,557,141 Shares. Frisco is held by a private investor group, including affiliates of HCA Inc. founder Dr. Thomas F. Frist Jr. The Reporting Person may be deemed to exercise voting and investment control over the Shares held by Frisco, but disclaims beneficial ownership of such Shares except to the extent of her pecuniary interest therein, which may be deemed to include indirect interests in Shares through ownership of Frisco partnership units to the extent of: 1,172 Shares by the Reporting Person; and 11,971,002 Shares by trusts for the benefit of the Reporting Person's children of which the Reporting Person or her spouse is trustee.
- [F3]These Shares are held jointly with the Reporting Person's spouse.
- [F4]Hercules Holding II ("Hercules") holds 32,282,889 Shares. Hercules is held by a private investor group, including affiliates of HCA Inc. founder Dr. Thomas F. Frist Jr. The Reporting Person may be deemed to exercise voting and investment control over the Shares held by Hercules, but disclaims beneficial ownership of such Shares except to the extent of her pecuniary interest therein, which may be deemed to include indirect interests in Shares through ownership of Hercules partnership units to the extent of: 404,512 Shares by the Reporting Person; 84,306 Shares by the Reporting Person's spouse; and 9,785,498 Shares by trusts for the benefit of the Reporting Person's children of which the Reporting Person or her spouse is trustee.
- [F5]These Shares are held by trusts for the benefit of the Reporting Person's children of which the Reporting Person or her spouse is trustee.