SEC Form 4 · accession 0001225208-18-015916

HMS HOLDINGS CORP · HMSY

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

Reporting owner

Cynthia Nustad

Officer — EVP, Chief Strategy Officer

Period of report

Nov 23, 2018

Accepted (ET)

Nov 27, 2018 · 7:36 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
Common Stock	Nov 23, 2018	M	3,716	$21.36	A	84,214	D
Common Stock	Nov 23, 2018	M	790	$21.63	A	85,004	D
Common Stock^F1	Nov 23, 2018	S	4,506	$35.586	D	80,498	D
Common Stock	Nov 26, 2018	M	21,079	$16.77	A	101,577	D
Common Stock	Nov 26, 2018	M	15,689	$21.63	A	117,266	D
Common Stock^F2	Nov 26, 2018	S	4,555	$35.1352	D	112,711	D
Common Stock^F3	Nov 26, 2018	S	32,213	$34.1489	D	80,498	D
Common Stock	Nov 27, 2018	M	37,625	$16.77	A	118,123	D
Common Stock	Nov 27, 2018	S	100	$34.50	D	118,023	D
Common Stock^F4	Nov 27, 2018	S	37,525	$33.8696	D	80,498	D

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	$21.63	Nov 23, 2018	M	790	D	—	Nov 11, 2021	Common Stock	790	15,689	D
Nonqualified Stock Option (Right to Buy)^F6	$21.36	Nov 23, 2018	M	3,716	D	—	Nov 14, 2020	Common Stock	3,716	0	D
Nonqualified Stock Option (Right to Buy)^F7	$16.77	Nov 26, 2018	M	21,079	D	—	Mar 3, 2022	Common Stock	21,079	63,745	D
Nonqualified Stock Option (Right to Buy)^F5	$21.63	Nov 26, 2018	M	15,689	D	—	Nov 11, 2021	Common Stock	15,689	0	D
Nonqualified Stock Option (Right to Buy)^F7	$16.77	Nov 27, 2018	M	37,625	D	—	Mar 3, 2022	Common Stock	37,625	26,120	D

Explanation of responses

F1The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $35.14 to $35.94, 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 (1), (2), (3) and (4) to this Form 4.
F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.96 to $35.79, inclusive.
F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $33.925 to $34.86, inclusive.
F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $33.50 to $34.40, inclusive.
F5One-half of the option vested in three equal installments on November 12, 2015, 2016 and 2017. The other one-half of the option was cancelled due to non-satisfaction of certain performance conditions.
F6One-half of the option vested in three equal installments on November 15, 2014, 2015 and 2016. The other one-half of the option was cancelled due to non-satisfaction of certain performance conditions.
F7One-half of the option vested in three equal installments on March 4, 2016, 2017 and 2018. The other one-half of the option vested as follows: two-thirds vested on March 4, 2017 and one-third vested on March 4, 2018.