exv4w3






Exhibit 4.3




DESCRIPTION OF HCA HOLDINGS, INC. COMMON STOCK




     The
following description of HCA Holdings, Inc. capital stock and the references to statutes and the
provisions of our “certificate of incorporation” and “bylaws” are only summaries. Such summaries
are qualified by reference to the complete text of such statutes and our amended and restated
certificate of incorporation and amended and restated bylaws. Our authorized capital stock consists
of 125,000,000 shares of common stock, par value $.01 per share. As of November 22, 2010, there
were approximately 94,646,848 shares of our common stock outstanding.



     Common Stock




     Holders of our common stock are entitled to receive out of our legally available assets, when
and if declared by our board of directors, dividends in cash, property, shares of common stock or
other securities. No sinking fund provisions, redemption provisions or preemptive rights are
applicable to the common stock. Holders of our common stock are entitled to one vote for each share
held of record on all matters on which the stockholders may vote. All outstanding shares of our
common stock are fully paid and non-assessable. In the event of our liquidation, dissolution or
winding up, holders of our common stock are entitled to share ratably in the assets available for
distribution.



     Stockholder Agreements




     On July 24, 2006, Hercules Acquisition Corporation (“Hercules Acquisition”) and Hercules
Holding II, LLC (“Hercules Holding”), a limited liability company currently owned by investment
funds associated with Bain Capital Partners, Kohlberg Kravis Roberts & Co. and Merrill Lynch Global
Private Equity (collectively, the “Sponsors”), entered into an Agreement and Plan of Merger with
HCA Inc. pursuant to which Hercules Acquisition merged with and into HCA Inc., with HCA Inc.
continuing as the surviving corporation (the “Acquisition”). Immediately following consummation of the
Acquisition on November 17, 2006, investment funds associated with or designated by the Sponsors,
certain entities affiliated with HCA founder and director Dr. Thomas F. Frist, Jr. (the “Frist
Entities”), certain other co-investors and certain members of HCA’s management directly or
indirectly owned HCA. The investment funds associated with the Sponsors and their respective
affiliates and/or assignees, along with the Frist Entities and their respective assignees, are
collectively referred to herein as the “Investors.”



     In connection with the Acquisition, Hercules Holding offered certain members of management,
including our executive officers, the opportunity (i) to exchange unrestricted shares of our common
stock outstanding prior to the Acquisition for shares of common stock in the surviving company, (ii) to
purchase shares of our common stock after the Acquisition, and (iii) to exchange a portion of their
outstanding options to purchase our common stock prior to the Acquisition for fully exercisable options
to purchase shares of the surviving company. In addition, on January 30, 2007, our Board of
Directors awarded to members of management and certain key employees new options to purchase shares
of our common stock pursuant to the 2006 Stock
Incentive Plan for Key Employees of HCA Inc. and its Affiliates. In connection with their equity
ownership in the surviving company, the participants were required to enter into a Management



 









 







Stockholder’s
Agreement and a Sale Participation Agreement, the terms of which are
described below. These agreements became applicable to HCA Holdings,
Inc. common stock following the November 2010 corporate
reorganization whereby HCA Holdings, Inc. became the new parent
company for HCA’s operations.



     Management Stockholder’s Agreement. The Management Stockholder’s Agreement imposes significant
restrictions on transfers of shares of our common stock. Generally, shares will be nontransferable
by any means at any time prior to the earlier of a “Change in Control” (as defined in the
Management Stockholder’s Agreement) or the fifth anniversary of
the closing date of the Acquisition,
except (i) sales pursuant to an effective registration statement under the Securities Act of 1933,
as amended (the “Securities Act”), filed by us in accordance with the Management Stockholder’s
Agreement, (ii) a sale pursuant to the Sale Participation Agreement (described below), (iii) a sale
to certain “Permitted Transferees” (as defined in the Management Stockholder’s Agreement), or (iv)
as otherwise permitted by our board of directors or pursuant to a waiver of the restrictions on
transfers given by unanimous agreement of the Sponsors. On and after such fifth anniversary,
through the earlier of a Change in Control or the eighth anniversary of the closing date of the
Acquisition, a management stockholder will be able to transfer shares of our common stock, but only to
the extent that, on a cumulative basis, the management stockholders in the aggregate do not
transfer a greater percentage of their equity than the percentage of equity sold or otherwise
disposed of by the Sponsors.



     In the event that a management stockholder wishes to sell their stock at any time following
the fifth anniversary of the closing date of the Acquisition, but prior to an initial public offering of
our common stock, the Management Stockholder’s Agreement provides us with a right of first offer on
those shares upon the same terms and conditions pursuant to which the management stockholder would
sell them to a third party. In the event that a registration statement is filed with respect to our
common stock in the future, the Management Stockholder’s Agreement prohibits management
stockholders from selling shares not included in the registration statement from the time of
receipt of notice until 180 days (in the case of an initial public offering) or 90 days (in the
case of any other public offering) of the date of the registration statement. The Management
Stockholder’s Agreement also provides for the management stockholder’s ability to cause us to
repurchase their outstanding stock and options in the event of the management stockholder’s death
or disability, and for our ability to cause the management stockholder to sell their stock or
options back to us upon certain termination events.



     The Management Stockholder’s Agreement provides that, in the event we propose to sell shares
to the Sponsors, certain members of senior management, including the executive officers (the
“Senior Management Stockholders”) have a preemptive right to purchase shares in the offering. The
maximum shares a Senior Management Stockholder may purchase is a proportionate number of the shares
offered to the percentage of shares owned by the Senior Management Stockholder prior to the
offering. Additionally, following the initial public offering of our common stock, the Senior
Management Stockholders will have limited “piggyback” registration rights with respect to their
shares of common stock. The maximum number of shares of common stock which a Senior Management
Stockholder may register is generally proportionate with the percentage of common stock being sold
by the Sponsors (relative to their holdings thereof).



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     Sale Participation Agreement. The Sale Participation Agreement grants the Senior Management
Stockholders the right to participate in any private direct or indirect sale of shares of common
stock by the Sponsors (such right being referred to herein as the “Tag-Along Right”), and requires
all management stockholders to participate in any such private sale, if so elected by the Sponsors,
in the event that the Sponsors are proposing to sell at least 50% of the outstanding common stock
held by the Sponsors, whether directly or through their interests in Hercules Holding (such right
being referred to herein as the “Drag-Along Right”). The number of shares of common stock which
would be required to be sold by a management stockholder pursuant to the exercise of the Drag-Along
Right will be the sum of the number of shares of common stock then owned by the management
stockholder and his affiliates plus all shares of common stock the management stockholder is
entitled to acquire under any unexercised Options (to the extent such Options are exercisable or
would become exercisable as a result of the consummation of the proposed sale), multiplied by a
fraction (x) the numerator of which shall be the aggregate number of shares of common stock
proposed to be transferred by the Sponsors in the proposed sale and (y) the denominator of which
shall be the total number of shares of common stock owned by the Sponsors entitled to participate
in the proposed sale. Management stockholders will bear their pro rata share of any fees,
commissions, adjustments to purchase price, expenses or indemnities in connection with any sale
under the Sale Participation Agreement.



     Amended and Restated Limited Liability Company Agreement of Hercules Holding II, LLC



     The Investors and certain other investment funds who agreed to co-invest with them through a
vehicle jointly controlled by the Investors to provide equity
financing for the Acquisition, the
financing transactions related to the Acquisition and other related transactions, entered into a limited
liability company operating agreement in respect of Hercules Holding (the “LLC Agreement”). The LLC
Agreement contains agreements among the parties with respect to the election of our directors,
restrictions on the issuance or transfer of interests in us, including a right of first offer,
tag-along rights and drag-along rights, and other corporate governance provisions (including the
right to approve various corporate actions).



     Pursuant to the LLC Agreement, Hercules Holding and its members are required to take necessary
action to ensure that each manager on the board of Hercules Holding also serves on our Board of
Directors. Each of the Sponsors has the right to appoint three managers to Hercules Holding’s
board, the Frist family has the right to appoint two managers to the board, and the remaining two
managers on the board are to come from our management team (currently Richard M. Bracken, our
Chairman and CEO, and R. Milton Johnson, our Executive Vice President and CFO). The rights of the
Sponsors and the Frist family to designate managers are subject to their ownership percentages in
Hercules Holding remaining above a specified percentage of the outstanding ownership interests in
Hercules Holding.



     The LLC Agreement also requires that, in addition to a majority of the total number of
managers being present to constitute a quorum for the transaction of business at any board or
committee meeting, at least one manager designated by each of the Investors must be present, unless
waived by that Investor. The LLC Agreement further provides that, for so long as at least
two Sponsors are entitled to designate managers to Hercules Holding’s board, at least one



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manager from each of two Sponsors must consent to any board or committee action in order for it to be
valid. The LLC Agreement requires that our organizational and governing documents contain
provisions similar to those described in this paragraph.



     Registration Rights




     Hercules Holding and the Investors have entered into a registration rights agreement with us.
Pursuant to this agreement, the Investors can cause us to register shares of our common stock held
by Hercules Holding under the Securities Act and, if requested, to maintain a shelf registration
statement effective with respect to such shares. The Investors are also entitled to participate on
a pro rata basis in any registration of our common stock under the Securities Act that we may
undertake.



     The
registration rights agreement dated as of March 16, 1989 among HCA and certain other
parties signed thereto allows holders of certain securities to demand that HCA file a registration
statement for shares of common stock.



     Board of Directors




     All directors are of one class and hold office for a term expiring at the next annual meeting
of stockholders. The bylaws authorize the board of directors to fix the number of directors from
time to time and fill vacant directorships. In addition, the bylaws provide that directors may be
removed with or without cause by the stockholders.



     Special Meeting of Stockholders




     The bylaws provide that special meetings of the stockholders may be called by the Chief
Executive Officer for any purpose and may be called by the Chief Executive Officer or Secretary if
directed by the board of directors or requested in writing by the holders of not less than 25% of
our capital stock.



     Limitations on Liability and Indemnification of Officers and Directors




     Section 145(a) of the General Corporation Law of the State of Delaware (the “DGCL”) grants
each corporation organized thereunder the power to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action by or in the right
of the corporation) by reason of the fact that the person is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by the person in connection with such action, suit or
proceeding if the person acted in good faith and in a manner the person reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful.



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     Section 145(b) of the DGCL grants each corporation organized thereunder the power to indemnify
any person who was or is a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a judgment in its favor
by reason of the fact that the person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys’ fees) actually and reasonably incurred by the person in
connection with the defense or settlement of such action or suit if the person acted in good faith
and in a manner the person reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made pursuant to Section 145(b) of the DGCL
in respect of any claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Delaware Court of Chancery or the
court in which such action or suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case, such person is fairly
and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other
court shall deem proper.



     Section 102(b)(7) of the DGCL enables a corporation in its certificate of incorporation, or an
amendment thereto, to eliminate or limit the personal liability of a director to the corporation or
its stockholders of monetary damages for violations of the directors’ fiduciary duty of care as a
director, except (i) for any breach of the director’s duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct
or a knowing violation of law, (iii) pursuant to Section 174 of the DGCL (providing for liability
of directors for unlawful payment of dividends or unlawful stock purchases or redemptions) or (iv)
for any transaction from which a director derived an improper personal benefit.



     Our bylaws indemnify the directors and officers to the full extent of the DGCL and also allow
the board of directors to indemnify all other employees. Such right of indemnification is not
exclusive of any right to which such officer or director may be entitled as a matter of law and
shall extend and apply to the estates of deceased officers and directors.



     We maintain a directors’ and officers’ insurance policy. The policy insures directors and
officers against unindemnified losses arising from certain wrongful acts in their capacities as
directors and officers and reimburses us for those losses for which we have lawfully indemnified
the directors and officers. The policy contains various exclusions that are normal and customary
for policies of this type.



     The foregoing summaries are subject to the complete text of the amended and restated
certificate of incorporation and amended and restated bylaws and the DGCL and are qualified in
their entirety by reference thereto.



     Amendments, Supermajority Voting Requirements




     When a quorum is present at an annual or special meeting of the stockholders, a vote of the
holders of a majority of the voting power entitled to vote decides any question on which our
stockholders are entitled to vote, unless a different vote is required by statute, the certificate
of incorporation or the bylaws.




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