HMS Holdings Corp.
HMS HOLDINGS CORP (Form: 4, Received: 09/29/2017 16:07:31)
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 and CEO
(Last)          (First)          (Middle)

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

9/27/2017
(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   9/27/2017     M (1)    30000.0000   A $19.7733   222745.0000   D    
Common Stock   9/27/2017     S (1)    29894.0000   D $20.0000   192851.0000   D    
Common Stock                  522092.0000   (2) I   By Lucia Family Trust  

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)   $19.7733   (3) 9/27/2017     M   (1)       30000.0000   (3)     (4) 9/30/2017   Common Stock   30000.0000   (3) $0.0000   0.0000   D    

Explanation of Responses:
(1)  The transactions reported were executed pursuant to a trading plan (the "Plan") entered into by the reporting person on August 8, 2017, in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. The Plan provides for the exercise of an option to purchase shares of HMS common stock and subsequent sale of some of those shares in order to cover transaction-related expenses (including taxes, exercise price and fees). The option was granted in 2010 and has an expiration date within 2 months of the date of the Plan.
(2)  These shares are indirectly owned by The William C Lucia Family Trust, a revocable trust for which the Reporting Person is Trustee. Taking into account shares owned both directly and indirectly by family trust, the Reporting Person beneficially owned an aggregate of 714,943 shares following the transactions reported on this Form 4.
(3)  This option was previously reported as covering 20,000 shares at an exercise price of $59.32 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.
(4)  50% of the option vested in three equal annual installments commencing on December 31, 2011. Vesting of the remaining 50% of the option was subject to the achievement of performance conditions which were not met; therefore, 50% of the option was canceled.

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 and CEO

Signatures
Kimberly J. Day, as Attorney-in-Fact for William C. Lucia 9/29/2017
** 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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