SEC Form 4 · accession 0001225208-16-029221

HMS HOLDINGS CORP · HMSY

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

Reporting owner

Jeffrey Scott Sherman

Officer — EVP, CFO, and Treasurer

Period of report

Mar 2, 2016

Accepted (ET)

Mar 4, 2016 · 4:34 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 2, 2016	A	40,172	$0.00	A	111,828	D
Common Stock	holding	—	—		—	10,760	I	By Family Trust

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	$13.94	Mar 2, 2016	A	102,564	A	—	Mar 1, 2023	Common Stock	102,564	102,564	D

Explanation of responses

F1Represents restricted stock units (RSUs), 50% of which vest in three equal annual installments beginning on March 2, 2017 (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.
F250% of the option vests in three equal annual installments beginning on March 2, 2017 (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.