SEC Form 4 · accession 0001225208-18-016035
HMS HOLDINGS CORP · HMSY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Douglas M. Williams
Officer — President, Markets and Product
Period of report
Nov 29, 2018
Accepted (ET)
Nov 30, 2018 · 7:42 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 | Nov 29, 2018 | M | 15,560 | $21.63 | A | 144,771 | D | |
| Common Stock | Nov 29, 2018 | M | 9,260 | $22.54 | A | 154,031 | D | |
| Common StockF1 | Nov 29, 2018 | S | 24,820 | $35.1302 | D | 129,211 | D | |
| Common Stock | Nov 30, 2018 | M | 16,171 | $16.77 | A | 145,382 | D | |
| Common Stock | Nov 30, 2018 | M | 2,567 | $21.63 | A | 147,949 | D | |
| Common StockF2 | Nov 30, 2018 | S | 18,738 | $35.5897 | D | 129,211 | 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)F3 | $21.63 | Nov 29, 2018 | M | 15,560 | D | — | Nov 11, 2021 | Common Stock | 15,560 | 2,567 | D |
| Nonqualified Stock Option (Right to Buy)F4 | $22.54 | Nov 29, 2018 | M | 9,260 | D | — | Dec 8, 2020 | Common Stock | 9,260 | 0 | D |
| Nonqualified Stock Option (Right to Buy)F5 | $16.77 | Nov 30, 2018 | M | 16,171 | D | — | Mar 3, 2022 | Common Stock | 16,171 | 85,618 | D |
| Nonqualified Stock Option (Right to Buy)F3 | $21.63 | Nov 30, 2018 | M | 2,567 | D | — | Nov 11, 2021 | Common Stock | 2,567 | 0 | 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 $35.00 to $35.51, 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) and (2) 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 $35.20 to $36.09, inclusive.
- F3One-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.
- F4The option vested in four equal installments on December 9, 2014, 2015, 2016 and 2017.
- F5One-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.