SEC Form 4 · accession 0001225208-19-004027
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
Feb 26, 2019
Accepted (ET)
Feb 28, 2019 · 6:46 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 | Feb 26, 2019 | M | 48,615 | $21.63 | A | 230,015 | D | |
| Common Stock | Feb 26, 2019 | M | 20,519 | $16.77 | A | 250,534 | D | |
| Common Stock | Feb 26, 2019 | M | 7,599 | $21.36 | A | 258,133 | D | |
| Common StockF1 | Feb 26, 2019 | S | 76,733 | $34.53 | D | 181,400 | D | |
| Common Stock | Feb 27, 2019 | M | 105,969 | $16.77 | A | 287,369 | D | |
| Common StockF2 | Feb 27, 2019 | S | 105,969 | $34.56 | D | 181,400 | D | |
| Common StockF3 | holding | — | — | — | 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)F4 | $16.77 | Feb 26, 2019 | M | 20,519 | D | — | Mar 3, 2022 | Common Stock | 20,519 | 172,457 | D |
| Nonqualified Stock Option (Right to Buy)F5 | $21.63 | Feb 26, 2019 | M | 48,615 | D | — | Nov 11, 2021 | Common Stock | 48,615 | 0 | D |
| Nonqualified Stock Option (Right to Buy)F6 | $21.36 | Feb 26, 2019 | M | 7,599 | D | — | Nov 14, 2020 | Common Stock | 7,599 | 0 | D |
| Nonqualified Stock Option (Right to Buy)F4 | $16.77 | Feb 27, 2019 | M | 105,969 | D | — | Mar 3, 2022 | Common Stock | 105,969 | 66,488 | 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 $34.40 to $35.02, 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 $34.39 to $34.99, inclusive.
- 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.
- F4One-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.
- 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.