HMS Holdings Corp.
HMS HOLDINGS CORP (Form: 4, Received: 06/13/2017 16:24:42)
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 *

South Teresa
2. Issuer Name and Ticker or Trading Symbol

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

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
EVP HR, Chief Admin. Officer
(Last)          (First)          (Middle)

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

6/9/2017
(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   6/9/2017     A    23634.0000   (1) A $0.0000   89380.0000   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)   $19.0400   6/9/2017     A      58215.0000         (2) 6/9/2027   Common Stock   58215.0000   $0.0000   58215.0000   D    

Explanation of Responses:
(1)  Represents restricted stock units (RSUs), 50% of which vest in 3 equal installments on the 1st, 2nd and 3rd anniversaries of March 3, 2017 (Measurement Date or MD). The remaining 50% (PRSUs) will vest only if the Issuer's average closing price/share in any consecutive 30 calendar day period preceding the 1st, 2nd and/or 3rd anniversaries of March 3, 2017 is at least 25% higher than the closing price/share on the grant date (the Performance Goal or PG). If the PG is met prior to the 1st anniversary of the MD, 1/3 of the PRSUs will vest on each anniversary of the MD; if the PG is met after the 1st anniversary of the MD but prior to the 2nd, 2/3 of the PRSUs will vest on the 2nd anniversary of the MD and 1/3 will vest on the 3rd anniversary of the MD; if the PG is met after the 2nd anniversary of the MD but prior to the 3rd, 100% of the PRSUs will vest on the 3rd anniversary of the MD. If the PG is not achieved by the 3rd anniversary of the MD, the PRSUs shall be forfeited.
(2)  50% of the option vests in 3 equal installments on the 1st, 2nd and 3rd anniversaries of March 3, 2017 (Measurement Date or MD). The remaining 50% (Performance Option or PO) will vest only if the Issuer's average closing price/share in any consecutive 30 calendar day period preceding the 1st, 2nd and/or 3rd anniversaries of March 3, 2017 is at least 25% higher than the option Exercise Price (the Performance Goal or PG). If the PG is met prior to the 1st anniversary of the MD, 1/3 of the PO will vest on each anniversary of the MD; if the PG is met after the 1st anniversary of the MD but prior to the 2nd, 2/3 of the PO will vest on the 2nd anniversary of the MD and 1/3 will vest on the 3rd anniversary of the MD; if the PG is met after the 2nd anniversary of the MD but prior to the 3rd, 100% of the PO will vest on the 3rd anniversary of the MD. If the PG is not achieved by the 3rd anniversary of the MD, the PO shall be forfeited.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
South Teresa
5615 HIGH POINT DRIVE
IRVING, TX 75038


EVP HR, Chief Admin. Officer

Signatures
Kimberly J. Day, as Attorney-in-Fact for Teresa South 6/13/2017
** 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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