Edgar Filing: HCA INC/TN

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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 ^*

Â JOHNSON R MILTON

2. Date of Event Requiring Statement (Month/Day/Year)
04/29/2008

3. Issuer Name and Ticker or Trading Symbol
HCA INC/TN [NONE]

(Last)

(First)

(Middle)

ONE PARK PLAZA

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Executive Vice President & CFO

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

NASHVILLE,Â TNÂ 37203

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 Beneficially Owned

1.Title of Security
(Instr. 4)

2. Amount of Securities Beneficially Owned
(Instr. 4)

3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)

4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Non-Qualified Stock Option (right to buy)	03/04/2003	03/04/2009	Common Stock	87,180	$ 12.75 ⁽¹⁾	D	Â
Non-Qualified Stock Option (right to buy)	Â ⁽²⁾	03/22/2011	Common Stock	6,039	$ 12.75 ⁽¹⁾	D	Â
Non-Qualified Stock Option (right to buy)	Â ⁽³⁾	01/24/2012	Common Stock	9,579	$ 12.75 ⁽¹⁾	D	Â
Non-Qualified Stock Option (right to buy)	Â ⁽³⁾	01/29/2013	Common Stock	9,254	$ 12.75 ⁽¹⁾	D	Â
Non-Qualified Stock Option (right to buy)	Â ⁽³⁾	01/29/2014	Common Stock	8,062	$ 12.75 ⁽¹⁾	D	Â
Non-Qualified Stock Option (right to buy)	Â ⁽³⁾	07/22/2014	Common Stock	26,013	$ 12.75 ⁽¹⁾	D	Â
Non-Qualified Stock Option (right to buy)	Â ⁽⁴⁾	01/27/2015	Common Stock	3,440	$ 12.75 ⁽¹⁾	D	Â
Non-Qualified Stock Option (right to buy)	Â ⁽⁴⁾	01/27/2015	Common Stock	775	$ 12.75 ⁽¹⁾	D	Â
Non-Qualified Stock Option (right to buy)	Â ⁽⁴⁾	01/27/2015	Common Stock	2,226	$ 12.75 ⁽¹⁾	D	Â
Non-Qualified Stock Option (right to buy)	Â ⁽⁴⁾	01/26/2016	Common Stock	521	$ 12.75 ⁽¹⁾	D	Â
Non-Qualified Stock Option (right to buy)	Â ⁽⁴⁾	01/26/2016	Common Stock	2,805	$ 12.75 ⁽¹⁾	D	Â
Non-Qualified Stock Option (right to buy)	Â ⁽⁴⁾	01/26/2016	Common Stock	663	$ 12.75 ⁽¹⁾	D	Â
Non-Qualified Stock Option (right to buy)	Â ⁽⁴⁾	01/26/2016	Common Stock	312	$ 12.75 ⁽¹⁾	D	Â
Non-Qualified Stock Option (right to buy)	Â ⁽⁵⁾	01/30/2017	Common Stock	83,251	$ 51	D	Â
Non-Qualified Stock Option (right to buy)	02/27/2008	01/30/2017	Common Stock	16,650 ⁽⁶⁾	$ 51	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
JOHNSON R MILTON ONE PARK PLAZA NASHVILLE,Â TNÂ 37203	Â	Â	Â Executive Vice President & CFO	Â

Signatures

/s/ Natalie Harrison Cline, Attorney-in-Fact		04/29/2008
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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)	This option was assumed by the issuer, as the surviving corporation in the merger of Hercules Acquisition Corporation with and into the issuer, effective November 17, 2006, pursuant to the Merger Agreement dated July 24, 2006 among Hercules Holding II, LLC, Hercules Acquisition corporation and the issuer, and adjusted so that the option would retain the same "spread value" (as defined below) as immediately prior to the merger, but the new per share exercise price for the option would be $12.75. The term "spread value" means the difference between (x) the aggregate fair market value of the common stock (determined using the merger consideration of $51.00 per share) subject to the outstanding options held by the participant immediately prior to the merger that were assumed by the surviving corporation, and (y) the aggregate exercise price of those options.
(2)	The option vested in four equal annual installments beginning on March 22, 2002.
(3)	On December 16, 2004, HCA announced the acceleration of vesting of all unvested options awarded to employees and officers under the HCA 2000 Equity Incentive Plan which had exercise prices greater than the closing price of HCA's common stock on December 14, 2004 of $40.89 per share, as reported by the New York Stock Exchange.
(4)	Immediately before the effective time of the merger, all unvested options became fully vested and immediately exercisable.
(5)	The option vests in five equal annual installments beginning on January 30, 2008.
(6)	On January 30, 2007, the reporting person was granted an option to purchase 83,251 shares of common stock. The option vests in equal increments of 20% at the end of fiscal years 2007, 2008, 2009, 2010 and 2011 if certain annual EBITDA performance targets are achieved, subject to "catch up" vesting if at the end of any year noted above or at the end of fiscal year 2012, the cumulative total EBITDA earned in all prior years exceeds the cumulative EBITDA target at the end of such fiscal year). The EBITDA performance criteria for 2007 was met, resulting in vesting of the option as to 16,650 shares.

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