SEC Form 4 · accession 0001179110-15-004432

HMS HOLDINGS CORP · HMSY

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Teresa South

Officer — EVP HR, Chief Admin. Officer

Period of report

Mar 4, 2015

Accepted (ET)

Mar 6, 2015 · 4:50 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^F1	Mar 4, 2015	A	25,342	$0.00	A	52,286	D
Common Stock^F2	Mar 5, 2015	F	909	$16.35	D	51,377	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)^F3	$16.77	Mar 4, 2015	A	72,101	A	—	Mar 3, 2022	Common Stock	72,101	72,101	D

Explanation of responses

F1Represents restricted stock units (RSUs), 50% of which vest in three equal annual installments beginning on March 4, 2016 (each a "Vesting Date"). The remaining 50% (the "Performance RSUs") will vest only if the Issuer's average closing price/share in any consecutive 30 calendar day period preceding the first, second and/or third Vesting Date is at least 25% higher than the closing price/share on the date of grant (the "Performance Goal"). If the Performance Goal is met prior to the first Vesting Date, one-third of the Performance RSUs will vest on each Vesting Date; if the Performance Goal is met after the first Vesting Date but prior to the second Vesting Date, two-thirds of the Performance RSUs will vest on the second Vesting Date and one-third will vest on the third Vesting Date; if the Performance Goal is met after the second Vesting Date but prior to the third Vesting Date, 100% of the Performance RSUs will vest on the third Vesting Date.
F2The reported shares were withheld by the Issuer to satisfy tax withholding obligations upon the vesting of a portion of the Reporting Person's restricted stock units.
F350% of the option vests in three equal annual installments beginning on March 4, 2016 (each a "Vesting Date"). The remaining 50% (the "Performance Options") will vest only if the Performance Goal is met. If the Performance Goal is met prior to the first Vesting Date, one-third of the Performance Options will vest on each Vesting Date; if the Performance Goal is met after the first Vesting Date but prior to the second Vesting Date, two-thirds of the Performance Options will vest on the second Vesting Date and one-third will vest on the third Vesting Date; if the Performance Goal is met after the second Vesting Date but prior to the third Vesting Date, 100% of the Performance Options will vest on the third Vesting Date.