SEC Form 4 · accession 0001179110-15-001005
HMS HOLDINGS CORP · HMSY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
William C Lucia
Officer — President and CEO · Director
Period of report
Jan 15, 2015
Accepted (ET)
Jan 16, 2015 · 5:20 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001196501
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Dec 19, 2014 | G | 4,765 | $0.00 | D | 118,374 | D | |
| Common Stock | Dec 19, 2014 | G | 4,765 | $0.00 | A | 259,869 | I | By Lucia Family Trust |
| Common Stock | Jan 15, 2015 | M | 18,667 | $3.1466 | A | 137,041 | D | |
| Common StockF3 | Jan 15, 2015 | S | 13,855 | $21.234 | D | 123,186 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Nonqualified Stock Option (Right to Buy)F4 | $3.1466 | Jan 15, 2015 | M | 18,667 | D | — | May 4, 2016 | Common Stock | 18,667 | 5,323 | D |
Explanation of responses
- F1The transactions reported were executed pursuant to a trading plan (the "Plan") entered into by the reporting person on August 13, 2014, in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. The Plan provides for the exercise of options to purchase shares of HMS common stock and subsequent sale of some of those shares in order to cover transaction-related expenses (including taxes, exercise prices and fees), and to diversify a portion of the reporting person's financial assets while continuing to hold HMS common stock. The options initially were granted in 2006 and 2009, and have expiration dates within 26 months of the date of the Plan.
- F2For the transactions reported on this Form 4, the Plan provided for the exercise of options with an expiration date of May 4, 2016 to purchase 18,667 shares of HMS common stock and subsequent sale of a portion of those shares in order to cover the transaction-related expenses. Of the remaining shares after these expenses, 4,812 shares continue to be held by the reporting person as reflected on this Form 4, with a nearly equal amount having being sold to diversify the reporting person's financial assets.
- F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.04 to $21.55, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (3) to this Form 4.
- F4The option vested in four equal installments on May 4, 2007, 2008, 2009 and 2010.