SEC Form 4 · accession 0001225208-16-039744
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
Sep 26, 2016
Accepted (ET)
Sep 28, 2016 · 6:19 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 | Jun 27, 2016 | G | 127,303 | $0.00 | D | 194,982 | D | |
| Common Stock | Sep 26, 2016 | M | 60,000 | $12.6066 | A | 254,982 | D | |
| Common StockF3 | Sep 26, 2016 | S | 45,280 | $22.0866 | D | 209,702 | D | |
| Common StockF4 | Jun 27, 2016 | G | 127,303 | $0.00 | A | 449,386 | 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)F5,F6 | $12.6066 | Sep 26, 2016 | M | 60,000 | D | — | Oct 1, 2016 | Common Stock | 60,000 | 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). For the transactions reported on this Form 4, the Plan provided for the exercise of an option initially granted in 2009 with an expiration date of October 1, 2016. Of the 60,000 shares acquired upon exercise of the option as reported on this Form 4, 14,720 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 $21.95 to $22.36, 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.
- F4These shares are indirectly owned by The William C Lucia Family Trust, a revocable trust for which the Reporting Person is Trustee. Taking into account shares owned both directly and indirectly by family trust, the Reporting Person beneficially owned an aggregate of 659,088 shares following the transactions reported on this Form 4.
- F5This option was previously reported as covering 20,000 shares at an exercise price of $37.82 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.
- F650% of the option vested in three equal annual installments commencing on December 31, 2010, and 50% of the option vested on December 31, 2012 following satisfaction of certain pre-defined performance and service conditions.