SEC Form 4 · accession 0001179110-15-004439
HMS HOLDINGS CORP · HMSY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Cynthia Nustad
Officer — EVP, Chief Information Officer
Period of report
Mar 4, 2015
Accepted (ET)
Mar 6, 2015 · 4:53 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 StockF1 | Mar 4, 2015 | A | 29,815 | $0.00 | A | 79,095 | D | |
| Common StockF2 | Mar 5, 2015 | F | 1,469 | $16.35 | D | 77,626 | 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 | 84,824 | A | — | Mar 3, 2022 | Common Stock | 84,824 | 84,824 | 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.