HMS Holdings Corp.
HMS HOLDINGS CORP (Form: 4, Received: 09/14/2016 17:57:57)
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 *

STOWE RICHARD H
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
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

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

9/13/2016
(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   9/13/2016     M    19950.0000   A $4.8866   89117.0000   D    
Common Stock   9/13/2016     M    9300.0000   A $12.6066   98417.0000   D    
Common Stock   9/13/2016     S    29250.0000   D $0   (1) 69167.0000   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)   $12.6066   (2) 9/13/2016     M         9300.0000   (2)     (3) 10/1/2016   Common Stock   9300.0000   (2) $0.0000   0.0000   D    
Nonqualified Stock Option (Right to Buy)   $4.8866   (4) 9/13/2016     M         19950.0000   (4)     (5) 11/2/2016   Common Stock   19950.0000   (4) $0.0000   0.0000   D    

Explanation of Responses:
( 1)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.61 to $21.84, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, 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 range set forth in this footnote (1) to this Form 4.
( 2)  This option was previously reported as covering 3,100 shares at an exercise price of $37.82 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.
( 3)  The option vested quarterly in 25% increments over a period of one year commencing on December 31, 2009.
( 4)  This option was previously reported as covering 6,650 shares at an exercise price of $14.66 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.
( 5)  The option vested annually in 25% increments beginning on November 2, 2007.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
STOWE RICHARD H
5615 HIGH POINT DRIVE
IRVING, TX 75038
X



Signatures
Criselda H. Roque, as Attorney-in-Fact for Richard H. Stowe 9/14/2016
** 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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