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 *
Chari Ravi S.
  2. Issuer Name and Ticker or Trading Symbol
HCA Holdings, Inc. [HCA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP-Clinical Excellence
(Last)
(First)
(Middle)
ONE PARK PLAZA
3. Date of Earliest Transaction (Month/Day/Year)
03/27/2017
(Street)

NASHVILLE, TN 37203
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ 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)
Code V Amount (A) or (D) Price
Common Stock 03/27/2017   M(1)   6,397 A $ 5.9821 7,754.0531 D  
Common Stock 03/27/2017   M(1)   1,184 A $ 15.9112 8,938.0531 D  
Common Stock 03/27/2017   M(1)   18,750 A $ 17.33 27,688.0531 D  
Common Stock 03/27/2017   M(1)   3,125 A $ 21.35 30,813.0531 D  
Common Stock 03/27/2017   M(1)   2,500 A $ 22.1 33,313.0531 D  
Common Stock 03/27/2017   S(1)   31,956 D $ 90 1,357.0531 D  
Common Stock               10,000 I By GRAT (Spouse, Trustee)

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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (right to buy) $ 5.9821 (2) 03/27/2017   M(1)     4,505   (3) 08/27/2019 Common Stock 4,505 (4) $ 0 0 D  
Non-Qualified Stock Option (right to buy) $ 5.9821 (2) 03/27/2017   M(1)     1,892   (5) 08/27/2019 Common Stock 1,892 (4) $ 0 0 D  
Non-Qualified Stock Option (right to buy) $ 15.9112 (2) 03/27/2017   M(1)     1,184   (6) 08/27/2019 Common Stock 1,184 (4) $ 0 0 D  
Non-Qualified Stock Option (right to buy) $ 17.33 03/27/2017   M(1)     9,375   (7) 11/02/2021 Common Stock 9,375 $ 0 0 D  
Non-Qualified Stock Option (right to buy) $ 17.33 03/27/2017   M(1)     9,375   (8) 11/02/2021 Common Stock 9,375 $ 0 0 D  
Non-Qualified Stock Option (right to buy) $ 21.35 03/27/2017   M(1)     3,125 11/02/2012 11/02/2021 Common Stock 3,125 $ 0 0 D  
Non-Qualified Stock Option (right to buy) $ 22.1 03/27/2017   M(1)     2,500   (9) 11/02/2021 Common Stock 2,500 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Chari Ravi S.
ONE PARK PLAZA
NASHVILLE, TN 37203
      SVP-Clinical Excellence  

Signatures

 /s/ Kevin A. Ball, Attorney-in-Fact   03/29/2017
**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) The option exercises and sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
(2) Exercise Price was adjusted to reflect a 4.505 to 1 stock split that occurred with respect to the Issuer's common stock effective March 9, 2011.
(3) The option was scheduled to vest in three equal annual installments beginning on August 27, 2012. A change in control of the Issuer occurred effective November 1, 2013, resulting in the accelerated vesting of the option as to the shares that remained unvested.
(4) Shares have been adjusted to reflect a 4.505 to 1 stock split that occurred with respect to the Issuer's common stock effective March 9, 2011.
(5) The option vested in equal increments (i) at the end of fiscal year 2012 upon the achievement of certain annual EBITDA performance targets and (ii) upon a change in control (as defined in the 2006 Stock Incentive Plan for Key Employees of HCA Holdings, Inc. and its Affiliates as Amended and Restated) of the Issuer which occurred effective November 1, 2013.
(6) The option vested at the end of fiscal year 2009 based upon the achievement of certain annual EBITDA performance targets.
(7) The option vested in three equal annual installments beginning on November 2, 2013.
(8) The option vested in three equal installments at the end of fiscal years 2012, 2013 and 2014 based upon the achievement of certain annual EBITDA performance targets.
(9) The option vested at the end of fiscal year 2011 based upon the achievement of certain annual EBITDA performance targets.

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