Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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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1. Name and Address of Reporting Person *
Frist William R
2. Issuer Name and Ticker or Trading Symbol
HCA Holdings, Inc. [HCA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)

3100 WEST END AVENUE
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2013
(Street)


NASHVILLE, TN 37203
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Reporting
(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 at end of Issuer's Fiscal Year
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock, par value $0.01 per share 02/25/2013   G 323,529 A $ 0 588,159 I Held indirectly through Hercules Holding II, LLC by The William Frist February 2013 GRAT (1) (2)
Common Stock, par value $0.01 per share 11/25/2013   G 250,170 A $ 0 250,170 I Held indirectly through Hercules Holding II, LLC by The William Frist November 2013 2-Year GRAT (1) (3)
Common Stock, par value $0.01 per share             56 D (4)  
Common Stock, par value $0.01 per share             1,065.745 I Held indirectly through Hercules Holding II, LLC (1) (4)
Common Stock, par value $0.01 per share             82,283.825 I Held indirectly by spouse and children (1) (4)
Common Stock, par value $0.01 per share             1,208,506.7397 I Held indirectly by the William R. Frist Family Partnership (1) (5)
Common Stock, par value $0.01 per share             251,424.0497 I Held indirectly by The William Frist 2010 GRAT Trust (1) (5)
Common Stock, par value $0.01 per share             6,272,561.9777 I Held indirectly by The William R. Frist February 2012 GRAT (1) (5)
Common Stock, par value $0.01 per share             36,629,163.8593 I Held indirectly through Hercules Holding II, LLC by Frisco, Inc. (1) (6)

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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 at End of Issuer's Fiscal Year
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Frist William R
3100 WEST END AVENUE
NASHVILLE, TN 37203
  X   X    

Signatures

/s/ Natalie Harrison Cline, Attorney-in-Fact 02/14/2014
**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) Hercules Holding II, LLC ("Hercules") holds 128,918,383 shares of the common stock of HCA Holdings, Inc. Hercules has issued one unit per share of HCA Holdings, Inc. that it owns directly. Hercules is held by a private investor group, including affiliates of Bain Capital Investors, LLC, Kohlberg Kravis Roberts & Co. L.P. and affiliates of HCA Inc. founder Dr. Thomas F. Frist, Jr. The Reporting Person may be deemed to be a member of a group exercising voting and investment control over the shares of common stock of HCA Holdings, Inc. held by Hercules. However, the Reporting Person disclaims membership in any such group and disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein.
(2) The Reporting Person received gifts of 161,764 and 161,765 units of Hercules on February 25, 2013, which were subsequently transferred to The William Frist February 2013 GRAT, of which he serves as trustee. Following receipt of these gifts, the Reporting Person may be deemed the beneficial owner of the 588,159 units of Hercules held by The William Frist February 2013 GRAT, and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Holdings, Inc.
(3) The Reporting Person received gifts of 172,558 and 77,612 units of Hercules on November 25, 2013, which were subsequently transferred to The William Frist November 2013 2-Year GRAT, of which he serves as trustee. Following receipt of these gifts, the Reporting Person may be deemed the beneficial owner of the 250,170 units of Hercules held by The William Frist November 2013 2-Year GRAT, and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Holdings, Inc.
(4) The Reporting Person directly owns 56 shares of HCA Holdings, Inc. The Reporting Person directly owns 1,065.745 units of Hercules and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Holdings, Inc. by virtue of his membership in Hercules. The Reporting Person may also be deemed to have indirect beneficial ownership in respect of 4,128 shares of HCA Holdings, Inc. and 78,155.825 units of Hercules, through an indirect pecuniary interest in such shares and units held by his children and his wife and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Holdings, Inc.
(5) The Reporting Person may be deemed the beneficial owner of the 60,678 shares of HCA Holdings, Inc. and the 1,147,828.7937 units of Hercules held by the William R. Frist Family Partnership, of which his wife serves as trustee, the 12,623 shares of HCA Holdings, Inc. and the 238,801.0497 units of Hercules held by The William Frist 2010 GRAT Trust, of which he serves as trustee, and the 328,229 shares of HCA Holdings, Inc. and the 5,944,332.9777 units of Hercules held by The William R. Frist February 2012 GRAT, of which he serves as trustee.
(6) The Reporting Person may be deemed to share voting and dispositive power with respect to 36,629,163.8593 shares of HCA Holdings, Inc. beneficially owned by Frisco, Inc., by virtue of his position as a director of Frisco, Inc. Frisco, Inc. has beneficial ownership of 36,629,163.8593 units of Hercules, and therefore may be deemed to own indirectly the same number of shares of common stock of HCA Holdings, Inc.

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