SEC Form 4 · accession 0001179110-15-014861
HMS HOLDINGS CORP · HMSY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert M Holster
Director
Period of report
Nov 11, 2015
Accepted (ET)
Nov 13, 2015 · 4:20 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 StockF1 | Nov 11, 2015 | S | 16,999 | $11.1927 | D | 182,183 | D | |
| Common StockF2 | Nov 11, 2015 | A | 8,005 | $0.00 | A | 190,188 | D | |
| Common StockF3 | holding | — | — | — | 159,000 | I | By Irrevocable Trust | |
| Common Stock | holding | — | — | — | 6,000 | I | Held by Spouse |
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 | $11.20 | Nov 11, 2015 | A | 8,005 | A | — | Nov 10, 2022 | Common Stock | 8,005 | 8,005 | D |
Explanation of responses
- F1The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.00 to $11.295, 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 (1) to this Form 4.
- F2Represents restricted stock units (RSUs) payable in an equal number of shares of the Issuer's common stock. The RSUs vest in four equal quarterly installments beginning on December 31, 2015. Payment of all or a portion of the RSUs has been deferred by the Reporting Person under the Issuer's Director Deferred Compensation Plan until the Reporting Person's termination of service as a director of the Issuer.
- F3These shares are held in an irrevocable trust for the benefit of the Reporting Person's children and grandchildren. The reporting person's spouse is trustee of the trust. The Reporting Person disclaims beneficial ownership of such shares, and the filing of this report is not an admission that the reporting person is the beneficial owner of such shares for purposes of Section 16 or for any other purpose.
- F4The option vests in four equal quarterly installments over one year beginning on December 31, 2015.