Frist William R 4

What Happened

• William R. Frist (reported as a 10% owner) completed a share exchange on February 6, 2026 in connection with a corporate reorganization. Frisco Holding II disposed of 36,629,188 HCA shares and received 36,557,141 newly issued HCA shares in exchange. No per-share price or cash consideration is reported (entries coded as "J" — other acquisition/disposition). The swap and Frisco’s conversion to an entity taxable as a partnership were treated as a reorganization under Section 368(a) of the Internal Revenue Code and the transactions were exempt from Securities Act registration and from Section 16(b) under Rule 16b-3.

Key Details

• Transaction date: 2026-02-06; Form 4 filed 2026-02-10 (filed within the SEC two-business-day window).
• Disposition: 36,629,188 shares; Acquisition: 36,557,141 newly issued shares; price: N/A (exchange/reorganization).
• Shares held after transaction: Frisco holds 36,557,141 shares (per footnote). Hercules Holding II separately holds 32,282,889 shares.
• Reporting person’s pecuniary interests (per footnotes): Frisco-related: 3,156,495 shares attributable to Frist personally and 8,713,110 shares held in trusts for his children; Hercules-related holdings also list various family and trust interests (see filing footnotes for full breakdown).
• Includes 12,875 restricted share units referenced that will be delivered to the reporting person when he ceases to be a director.
• Transaction exempt treatment: structured as a tax reorganization (Section 368) and exempt under Rule 16b-3; coded as “other” (J) rather than a routine open-market buy/sell.

Context

• This filing documents a structural reorganization and share exchange by entities controlled by a 10% owner, not a straightforward market buy or sale. Because no cash price is reported and the exchange was part of a corporate/tax reorganization, it does not directly signal typical insider buying or selling sentiment. For retail investors, such 10% owner restructurings are primarily administrative/tax-driven rather than directional trading.