SEC Form 4 · accession 0001179110-15-012034
HMS HOLDINGS CORP · HMSY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
William C Lucia
Officer — Chairman, President & CEO · Director
Period of report
Aug 11, 2015
Accepted (ET)
Aug 12, 2015 · 4:57 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 Stock | Mar 9, 2015 | G | 17,594 | $0.00 | D | 158,287 | D | |
| Common StockF1 | Mar 9, 2015 | G | 17,594 | $0.00 | A | 282,275 | I | By Lucia Family Trust |
| Common StockF2 | Aug 11, 2015 | M | 5,323 | $3.1466 | A | 163,610 | D | |
| Common StockF2 | Aug 11, 2015 | M | 9,677 | $3.66 | A | 173,287 | 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)F5,F3 | $3.1466 | Aug 11, 2015 | M | 5,323 | D | — | May 4, 2016 | Common Stock | 5,323 | 0 | D |
| Nonqualified Stock Option (Right to Buy)F6,F4 | $3.66 | Aug 11, 2015 | M | 9,677 | D | — | Jun 26, 2016 | Common Stock | 9,677 | 279,328 | D |
Explanation of responses
- F1These shares are indirectly owned by The William C Lucia Family Trust, a revocable trust for which Mr. Lucia is Trustee. Taking into account shares owned both directly and indirectly by family trust, Mr. Lucia beneficially owned an aggregate of 455,562 shares following the transactions reported on this Form 4.
- F2The shares were acquired by Mr. Lucia upon a cash exercise of employee stock options, which qualifies as exempt from Section 16(b) short-swing liability. Mr. Lucia paid the aggregate exercise price of $52,167.17 and applicable tax withholding of $35,073.23 out of personal funds, pursuant to the applicable stock option agreements. The options initially were granted on May 4, 2006 and June 26, 2006 and had expiration dates on May 4, 2016 and June 26, 2016, respectively.
- F3The option vested in four equal installments on May 4, 2007, 2008, 2009 and 2010.
- F4The option vested in four equal installments on June 26, 2007, 2008, 2009 and 2010.
- F5This option was initially granted covering 50,886 shares at an exercise price of $9.44 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.
- F6This option was initially granted covering 117,335 shares at an exercise price of $10.98 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.