HMS Holdings Corp.
HMS HOLDINGS CORP (Form: 4, Received: 08/12/2015 16:58:58)
FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

LUCIA WILLIAM C
2. Issuer Name and Ticker or Trading Symbol

HMS HOLDINGS CORP [ HMSY ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chairman, President & CEO
(Last)          (First)          (Middle)

5615 HIGH POINT DRIVE
3. Date of Earliest Transaction (MM/DD/YYYY)

8/11/2015
(Street)

IRVING, TX 75038
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   3/9/2015     G   V 17594   D $0   158287   D    
Common Stock   3/9/2015     G   V 17594   A $0   282275   (1) I   By Lucia Family Trust  
Common Stock   8/11/2015     M    5323   (2) A $3.1466   163610   D    
Common Stock   8/11/2015     M    9677   (2) A $3.66   173287   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Nonqualified Stock Option (Right to Buy)   $3.1466   (5) 8/11/2015     M         5323   (5)     (3) 5/4/2016   Common Stock   5323   (5) $0   0   D    
Nonqualified Stock Option (Right to Buy)   $3.66   (6) 8/11/2015     M         9677   (6)     (4) 6/26/2016   Common Stock   9677   (6) $0   279328   D    

Explanation of Responses:
( 1)  These shares are indirectly owned by The William C Lucia Family Trust, a revocable trust for which Mr. Lucia is Trustee. Taking into account shares owned both directly and indirectly by family trust, Mr. Lucia beneficially owned an aggregate of 455,562 shares following the transactions reported on this Form 4.
( 2)  The shares were acquired by Mr. Lucia upon a cash exercise of employee stock options, which qualifies as exempt from Section 16(b) short-swing liability. Mr. Lucia paid the aggregate exercise price of $52,167.17 and applicable tax withholding of $35,073.23 out of personal funds, pursuant to the applicable stock option agreements. The options initially were granted on May 4, 2006 and June 26, 2006 and had expiration dates on May 4, 2016 and June 26, 2016, respectively.
( 3)  The option vested in four equal installments on May 4, 2007, 2008, 2009 and 2010.
( 4)  The option vested in four equal installments on June 26, 2007, 2008, 2009 and 2010.
( 5)  This option was initially granted covering 50,886 shares at an exercise price of $9.44 per share but was adjusted to reflect the 3-for-1 stock split of the Issuer's common shares, effected in the form of a common stock dividend. The stock dividend was distributed on August 16, 2011, to shareholders of record at the close of business on July 22, 2011.
( 6)  This option was initially granted covering 117,335 shares at an exercise price of $10.98 per share but was adjusted to reflect the 3-for-1 stock split of the Issuer's common shares, effected in the form of a common stock dividend. The stock dividend was distributed on August 16, 2011, to shareholders of record at the close of business on July 22, 2011.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
LUCIA WILLIAM C
5615 HIGH POINT DRIVE
IRVING, TX 75038
X
Chairman, President & CEO

Signatures
/s/ Eugene V. DeFelice, as attorney-in-fact for William C. Lucia 8/12/2015
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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