SEC Form 4 · accession 0001225208-16-035391

HMS HOLDINGS CORP · HMSY

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

Reporting owner

William C Lucia

Officer — Chairman, President and CEO · Director

Period of report

Jun 20, 2016

Accepted (ET)

Jun 22, 2016 · 7:13 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 8, 2016	G	3,227	$0.00	D	205,918	D
Common Stock	Mar 16, 2016	G	10,936	$0.00	D	194,982	D
Common Stock	Jun 20, 2016	M	111,240	$3.66	A	306,222	D
Common Stock^F3	Jun 20, 2016	S	60,356	$17.9962	D	245,866	D
Common Stock	Jun 21, 2016	M	168,088	$3.66	A	413,954	D
Common Stock^F4	Jun 21, 2016	S	91,669	$17.5859	D	322,285	D
Common Stock	Mar 8, 2016	G	3,227	$0.00	A	311,147	I	By Lucia Family Trust
Common Stock^F5	Mar 16, 2016	G	10,936	$0.00	A	322,083	I	By Lucia 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)^F6,F7	$3.66	Jun 20, 2016	M	111,240	D	—	Jun 26, 2016	Common Stock	111,240	168,088	D
Nonqualified Stock Option (Right to Buy)^F6,F7	$3.66	Jun 21, 2016	M	168,088	D	—	Jun 26, 2016	Common Stock	168,088	0	D

Explanation of responses

F1The reported transactions involved a gift of securities by the reporting person to The William C. Lucia Family Trust, a revocable trust for which the reporting person is Trustee.
F2The transactions reported were executed pursuant to a trading plan (the "Plan") entered into by the reporting person, in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. The Plan provides for the exercise of options to purchase shares of HMS common stock and subsequent sale of some of those shares in order to cover transaction-related expenses (including taxes, exercise prices and fees). The options initially were granted in 2006. For the transactions reported on this Form 4, the Plan provided for the exercise of an option with an expiration date of June 26, 2016. Of the 279,328 shares acquired upon exercise of the option as reported on this Form 4, 127,303 shares continue to be held by the reporting person.
F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $17.75 to $18.25, 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 to this Form 4.
F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $17.41 to $17.92, 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 to this Form 4.
F5These shares are indirectly owned by The William C Lucia Family Trust. Taking into account shares owned both directly and indirectly by the family trust, the reporting person beneficially owned an aggregate of 644,368 shares following the transactions reported on this Form 4.
F6This option was previously reported as covering 117,335 shares at an exercise price of $10.64 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.
F7The option vested in four equal annual installments beginning on June 26, 2007.