SEC Form 4 · accession 0001225208-19-004696
HMS HOLDINGS CORP · HMSY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Meredith W Bjorck
Officer — Chief Legal Officer & Sec'y.
Period of report
Mar 2, 2019
Accepted (ET)
Mar 5, 2019 · 7:26 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 StockF1 | Mar 2, 2019 | F | 3,043 | $34.91 | D | 61,759 | D | |
| Common StockF1 | Mar 3, 2019 | F | 2,132 | $34.91 | D | 59,627 | D | |
| Common Stock | Mar 4, 2019 | M | 32,341 | $19.04 | A | 91,968 | D | |
| Common Stock | Mar 4, 2019 | M | 19,522 | $19.48 | A | 111,490 | D | |
| Common StockF3 | Mar 4, 2019 | S | 13,568 | $34.45 | D | 97,922 | D | |
| Common StockF4 | Mar 4, 2019 | S | 38,295 | $33.58 | D | 59,627 | D | |
| Common Stock | Mar 5, 2019 | S | 400 | $33.45 | D | 59,227 | D | |
| Common StockF5 | Mar 5, 2019 | S | 15,426 | $32.82 | D | 43,801 | 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)F6 | $19.48 | Mar 4, 2019 | M | 19,522 | D | — | Mar 2, 2028 | Common Stock | 19,522 | 39,043 | D |
| Nonqualified Stock Option (Right to Buy)F7 | $19.04 | Mar 4, 2019 | M | 32,341 | D | — | Jun 9, 2027 | Common Stock | 32,341 | 21,562 | D |
Explanation of responses
- F1The reported shares were withheld by the Issuer to satisfy tax withholding obligations upon the vesting of a portion of the Reporting Person's restricted stock units.
- F2The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 7, 2018.
- F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.17 to $34.86, 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 (3), (4) and (5) to this Form 4.
- F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $33.12 to $34.10, inclusive.
- F5The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.42 to $33.28, inclusive.
- F6The option vests in three equal annual installments beginning on March 2, 2019.
- F7One-half of the option vests in 3 equal installments on the March 3, 2018, March 3, 2019 and and March 3, 2020. The other one-half of the option vests as follows: two-thirds vests on March 3, 2019 and one-third vests on March 3, 2020.