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 *
HAZEN SAMUEL N
  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)
COO
(Last)
(First)
(Middle)
ONE PARK PLAZA
3. Date of Earliest Transaction (Month/Day/Year)
02/25/2015
(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 02/18/2015   G V 108,544 D $ 0 0 I By 2012 GRAT (Reporting Person, Trustee)
Common Stock 02/18/2015   G V 108,544 A $ 0 170,752 I By Trust (Spouse, Trustee)
Common Stock 02/25/2015   F   840 D $ 70.98 31,591 D  
Common Stock               180,000 I By LLC
Common Stock               150,000 I By 2015 GRAT (Reporting Person, 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) $ 17.33 02/25/2015   A   15,625   02/25/2015 11/02/2021 Common Stock 15,625 $ 0 15,625 (1) D  
Stock Appreciation Right $ 22.95 02/25/2015   A   31,250   02/25/2015 02/08/2022 Common Stock 31,250 $ 0 31,250 (2) D  
Stock Appreciation Right $ 37.18 02/25/2015   A   23,750   02/25/2015 02/06/2023 Common Stock 23,750 $ 0 23,750 (3) D  
Stock Appreciation Right $ 47.97 02/25/2015   A   20,625   02/25/2015 02/05/2024 Common Stock 20,625 $ 0 20,625 (4) D  
Restricted Stock Units (5) 02/25/2015   A   4,783     (6)   (6) Common Stock 4,783 $ 0 4,783 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
HAZEN SAMUEL N
ONE PARK PLAZA
NASHVILLE, TN 37203
      COO  

Signatures

 /s/ Natalie Harrison Cline, Attorney-in-Fact   02/27/2015
**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) On November 2, 2011, the reporting person was granted an option to purchase 62,500 shares of common stock. The option vests in equal increments of up to 25% at the end of each of fiscal years 2011, 2012, 2013 and 2014 based upon the extent to which certain EBITDA performance targets have been met for the applicable fiscal year. Based upon the Company's achievement with respect to the EBITDA performance criteria for 2014, 100% of the shares subject to such criteria vested, resulting in the vesting of the option as to 15,625 shares.
(2) On February 8, 2012, the reporting person was granted 125,000 stock appreciation rights. The stock appreciation rights are eligible to vest in equal increments of up to 25% at the end of fiscal years 2012, 2013, 2014 and 2015 based upon the extent to which certain EBITDA performance targets have been met for the applicable fiscal year. Based upon the Company's achievement with respect to the EBITDA performance criteria for 2014, 100% of the stock appreciation rights subject to such criteria vested, resulting in the vesting of 31,250 stock appreciation rights.
(3) On February 6, 2013, the reporting person was granted 95,000 stock appreciation rights. The stock appreciation rights are eligible to vest in equal increments of up to 25% at the end of fiscal years 2013, 2014, 2015 and 2016 based upon the extent to which certain EBITDA performance targets have been met for the applicable fiscal year. Based upon the Company's achievement with respect to the EBITDA performance criteria for 2014, 100% of the stock appreciation rights subject to such criteria vested, resulting in the vesting of 23,750 stock appreciation rights.
(4) On February 5, 2014, the reporting person was granted 82,500 stock appreciation rights. The stock appreciation rights are eligible to vest in equal increments of up to 25% at the end of fiscal years 2014, 2015, 2016 and 2017 based upon the extent to which certain EBITDA performance targets have been met for the applicable fiscal year. Based upon the Company's achievement with respect to the EBITDA performance criteria for 2014, 100% of the stock appreciation rights subject to such criteria vested, resulting in the vesting of 20,625 stock appreciation rights.
(5) Each restricted stock unit represents a contingent right to receive one share of HCA Holdings, Inc. common stock.
(6) The restricted stock units vest in two equal installments on the second and third anniversaries of the grant date.

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