SEC Form 4 · accession 0001225208-17-011246
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 9, 2017
Accepted (ET)
Jun 13, 2017 · 4:21 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 13, 2017 | G | 54,710 | $0.00 | D | 113,963 | D | |
| Common StockF2 | Jun 9, 2017 | A | 78,782 | $0.00 | A | 192,745 | D | |
| Common StockF3 | Mar 13, 2017 | G | 54,710 | $0.00 | A | 522,092 | 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)F4 | $19.04 | Jun 9, 2017 | A | 194,049 | A | — | Jun 9, 2027 | Common Stock | 194,049 | 194,049 | 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.
- F2Represents restricted stock units (RSUs), 50% of which vest in 3 equal installments on the 1st, 2nd and 3rd anniversaries of March 3, 2017 (Measurement Date or MD). The remaining 50% (PRSUs) will vest only if the Issuer's average closing price/share in any consecutive 30 calendar day period preceding the 1st, 2nd and/or 3rd anniversaries of March 3, 2017 is at least 25% higher than the closing price/share on the grant date (the Performance Goal or PG). If the PG is met prior to the 1st anniversary of the MD, 1/3 of the PRSUs will vest on each anniversary of the MD; if the PG is met after the 1st anniversary of the MD but prior to the 2nd, 2/3 of the PRSUs will vest on the 2nd anniversary of the MD and 1/3 will vest on the 3rd anniversary of the MD; if the PG is met after the 2nd anniversary of the MD but prior to the 3rd, 100% of the PRSUs will vest on the 3rd anniversary of the MD. If the PG is not achieved by the 3rd anniversary of the MD, the PRSUs shall be forfeited.
- F3These 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 714,837 shares following the transactions reported on this Form 4.
- F450% of the option vests in 3 equal installments on the 1st, 2nd and 3rd anniversaries of March 3, 2017 (Measurement Date or MD). The remaining 50% (Performance Option or PO) will vest only if the Issuer's average closing price/share in any consecutive 30 calendar day period preceding the 1st, 2nd and/or 3rd anniversaries of March 3, 2017 is at least 25% higher than the option Exercise Price (the Performance Goal or PG). If the PG is met prior to the 1st anniversary of the MD, 1/3 of the PO will vest on each anniversary of the MD; if the PG is met after the 1st anniversary of the MD but prior to the 2nd, 2/3 of the PO will vest on the 2nd anniversary of the MD and 1/3 will vest on the 3rd anniversary of the MD; if the PG is met after the 2nd anniversary of the MD but prior to the 3rd, 100% of the PO will vest on the 3rd anniversary of the MD. If the PG is not achieved by the 3rd anniversary of the MD, the PO shall be forfeited.