SEC Form 4 · accession 0001225208-18-015833
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
Nov 19, 2018
Accepted (ET)
Nov 21, 2018 · 6:32 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 | Jul 18, 2018 | G | 1,810 | $0.00 | D | 181,400 | D | |
| Common Stock | Nov 19, 2018 | M | 2,953 | $27.79 | A | 184,353 | D | |
| Common StockF2 | Nov 19, 2018 | S | 500 | $36.718 | D | 183,853 | D | |
| Common StockF3 | Nov 19, 2018 | S | 2,453 | $35.7974 | D | 181,400 | D | |
| Common Stock | Nov 20, 2018 | M | 15,213 | $27.79 | A | 196,613 | D | |
| Common StockF4 | Nov 20, 2018 | S | 15,213 | $35.1195 | D | 181,400 | D | |
| Common Stock | Nov 21, 2018 | M | 7,985 | $27.79 | A | 189,385 | D | |
| Common StockF5 | Nov 21, 2018 | S | 7,985 | $35.4303 | D | 181,400 | D | |
| Common StockF6 | Jul 18, 2018 | G | 1,810 | $0.00 | A | 581,734 | 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)F7 | $27.79 | Nov 19, 2018 | M | 2,953 | D | — | Oct 4, 2019 | Common Stock | 2,953 | 61,147 | D |
| Nonqualified Stock Option (Right to Buy)F7 | $27.79 | Nov 20, 2018 | M | 15,213 | D | — | Oct 4, 2019 | Common Stock | 15,213 | 45,934 | D |
| Nonqualified Stock Option (Right to Buy)F7 | $27.79 | Nov 21, 2018 | M | 7,985 | D | — | Oct 4, 2019 | Common Stock | 7,985 | 37,949 | 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 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $36.58 to $36.92, inclusive. The reporting person undertakes to provide to HMS Holdings Corp., any security holder of HMS Holdings Corp., 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 ranges set forth in footnotes (2), (3), (4) and (5) to this Form 4.
- F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $35.5150 to $36.46, inclusive.
- F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $35.00 to $35.44, inclusive.
- F5The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $35.00 to $35.79, inclusive.
- F6These 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.
- F7One-half of the option vested in three equal installments on December 31, 2013, 2014 and 2015. The other one-half of the option was cancelled due to non-satisfaction of certain performance conditions.