SEC Form 4 · accession 0001225208-19-004028
HMS HOLDINGS CORP · HMSY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jeffrey Scott Sherman
Officer — EVP, CFO, and Treasurer
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 | 50,209 | $20.71 | A | 218,253 | D | |
| Common Stock | Feb 26, 2019 | M | 22,247 | $21.63 | A | 240,500 | D | |
| Common Stock | Feb 26, 2019 | M | 21,801 | $11.20 | A | 262,301 | D | |
| Common StockF1 | Feb 26, 2019 | S | 94,257 | $34.56 | D | 168,044 | D | |
| Common Stock | Feb 27, 2019 | M | 78,199 | $11.20 | A | 246,243 | D | |
| Common Stock | Feb 27, 2019 | M | 18,306 | $14.00 | A | 264,549 | D | |
| Common StockF2 | Feb 27, 2019 | S | 96,505 | $34.56 | D | 168,044 | D | |
| Common Stock | Feb 28, 2019 | M | 77,664 | $14.00 | A | 245,708 | D | |
| Common StockF3 | Feb 28, 2019 | S | 77,664 | $34.54 | D | 168,044 | D | |
| Common Stock | holding | — | — | — | 10,760 | I | By 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 | $20.71 | Feb 26, 2019 | M | 50,209 | D | — | Sep 8, 2021 | Common Stock | 50,209 | 0 | D |
| Nonqualified Stock Option (Right to Buy)F5 | $11.20 | Feb 26, 2019 | M | 21,801 | D | — | Nov 10, 2022 | Common Stock | 21,801 | 78,199 | D |
| Nonqualified Stock Option (Right to Buy)F6 | $21.63 | Feb 26, 2019 | M | 22,247 | D | — | Nov 11, 2021 | Common Stock | 22,247 | 0 | D |
| Nonqualified Stock Option (Right to Buy)F5 | $14.00 | Feb 27, 2019 | M | 18,306 | D | — | Nov 10, 2022 | Common Stock | 18,306 | 81,694 | D |
| Nonqualified Stock Option (Right to Buy)F5 | $11.20 | Feb 27, 2019 | M | 78,199 | D | — | Nov 10, 2022 | Common Stock | 78,199 | 0 | D |
| Nonqualified Stock Option (Right to Buy)F5 | $14.00 | Feb 28, 2019 | M | 77,664 | D | — | Nov 10, 2022 | Common Stock | 77,664 | 4,030 | 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 $35.00, 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) and (3) 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 $35.00, inclusive.
- F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.14 to $34.87, inclusive.
- F4The option vested in four equal installments on September 8, 2015, 2016, 2017 and 2018.
- F5The option vested in three equal installments on November 11, 2016, 2017 and 2018.
- F6One-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.