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 *
BAIN CAPITAL INVESTORS LLC
   2. Issuer Name and Ticker or Trading Symbol
HCA Holdings, Inc. [HCA] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
111 HUNTINGTON AVENUE, 		 3. Date of Earliest Transaction (Month/Day/Year)
03/09/2011
(Street)

BOSTON, MA 02199		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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, Par Value $0.01 03/09/2011   J(6)   174,865 (5) D $ 0 413,589,975 (5) I See Footnotes (1) (2) (3) (4)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
BAIN CAPITAL INVESTORS LLC
111 HUNTINGTON AVENUE
BOSTON, MA 02199		     X    
Bain Capital Integral Investors, LLC
C/O BAIN CAPITAL INVESTORS, LLC
111 HUNTINGTON AVENUE
BOSTON, MA 02199		     X    
BCIP TCV, LLC
111 HUNTINGTON AVENUE
BOSTON, MA 02199		     X    
Bain Capital Hercules Investors, LLC
111 HUNTINGTON AVENUE
BOSTON, MA 02199		     X    

Signatures

 /s/ Bain Capital Investors, LLC, John Connaughton   03/11/2011
**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 shares of HCA Holdings, Inc. ("HCA") reported on this Form 4 are held of record by Hercules Holding II, LLC ("Hercules II"). Hercules II is held by a private investor group, including affiliates of Bain Capital Investors, LLC ("BCI"), Kohlberg Kravis & Roberts & Co. LLC and Merrill Lynch Global Private Equity, and affiliates of HCA founder Dr. Thomas F. Frist, Jr. Affiliates of BCI indirectly own 413,589,975 shares of Common Stock of HCA.
(2) BCI is the administrative member of Bain Capital Integral Investors 2006, LLC ("Integral 2006"), BCI may be deemed to share voting and dispositive power with respect to the 97,852,691 shares of Common Stock of HCA indirectly owned by Integral 2006 by virtue of its membership in Hercules Holding II, LLC ("Holdings"). BCI disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
(3) Because BCI is the administrative member of BCIP TCV, LLC ("BCIP TCV"), BCI may be deemed to share voting and dispositive power with respect to the 705,798 shares of Common Stock of HCA Inc. indirectly owned by BCIP TCV by virtue of its membership in Holdings. BCI disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
(4) Because BCI is the administrative member of Bain Capital Hercules Investors, LLC ("Hercules Investors" together with BCI, Integral 2006 and BCIP TCV, the "Bain Capital Entities"), Mr. BCI may be deemed to share voting and dispositive power with respect to the 6,738,376 shares of Common Stock of HCA indirectly owned by Hercules Investors by virtue of its membership in Holdings. BCI disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
(5) Reflects 4.505 to 1 forward stock split that occurred on March 9, 2011.
(6) On March 9, 2011, Hercules Holding II, LLC distributed 174,865 shares of HCA Holdings, Inc.'s common stock, par value $.01 per share ("Common Stock"), to funds advised by BCI, which funds made a further distribution of shares to certain partners and other employees of the Bain Capital Entities in connection with certain charitable gifts made by such partners and other employees on March 9, 2011.

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