SEC Form 4 · accession 0001179110-15-012033
HMS HOLDINGS CORP · HMSY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ellen A Rudnick
Director
Period of report
Aug 11, 2015
Accepted (ET)
Aug 12, 2015 · 4:56 pm EDT
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 | Aug 11, 2015 | M | 17,550 | $7.9966 | A | 41,621 | 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)F2,F3 | $7.9966 | Aug 11, 2015 | M | 17,550 | D | — | Sep 30, 2015 | Common Stock | 17,550 | 0 | D |
Explanation of responses
- F1The shares were acquired by Ms. Rudnick upon a cash exercise of stock options, which qualifies as exempt from Section 16(b) short-swing liability. Ms. Rudnick paid the aggregate exercise price of $140,340.33 out of personal funds, pursuant to the applicable stock option agreement. The option initially was granted on October 1, 2008, and had an expiration date on September 30, 2015.
- F2This option was previously reported as covering 5,850 shares at an exercise price of $23.99 per share but was adjusted to reflect the 3-for-1 stock split of the Issuer's common shares, effected in the form of a common stock dividend. The stock dividend was distributed on August 16, 2011, to shareholders of record at the close of business on July 22, 2011.
- F3The option vested in quarterly increments over a period of one year commencing on December 31, 2008.