SEC Form 4 · accession 0001225208-18-011658
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
Jul 12, 2018
Accepted (ET)
Jul 13, 2018 · 5:06 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, 2018 | G | 54,428 | $0.00 | D | 181,400 | D | |
| Common Stock | Jul 12, 2018 | M | 71,628 | $22.95 | A | 253,028 | D | |
| Common Stock | Jul 12, 2018 | S | 69,818 | $24.05 | D | 183,210 | D | |
| Common StockF3 | Mar 13, 2018 | G | 54,428 | $0.00 | A | 579,924 | 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 | $22.95 | Jul 12, 2018 | M | 71,628 | D | — | Sep 30, 2018 | Common Stock | 71,628 | 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 on March 15, 2018, in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. The Plan provides for the exercise of an option 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 price and fees). The option was granted in 2011 and has an expiration date of September 30, 2018.
- 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 763,134 shares following the transactions reported on this Form 4.
- F450% of the option vested in three equal annual installments commencing on December 31, 2012. Vesting of the remaining 50% of the option was subject to the achievement of performance conditions which were not met; therefore, 50% of the option was canceled.