Sec Form 4 Filing - Clancey Gerald L. @ FMSA HOLDINGS INC - 2014-04-18

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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Clancey Gerald L. 2. Issuer Name and Ticker or Trading Symbol FMSA HOLDINGS INC [ FMSA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive Vice President (Last) (First) (Middle) 8834 MAYFIELD ROAD 3. Date of Earliest Transaction (MM/DD/YY) 04/18/2014 (Street) CHESTERLAND, OH44026 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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 04/18/2014 P 19,754 A $ 11.15 4,231,096 D Common stock 10/08/2014 S 232,084 D $ 15.16 3,999,012 I See Footnote ( 1 ) Common stock 10/08/2014 S 53,278 D $ 15.16 3,945,734 I See Footnote ( 2 ) Common stock 10/08/2014 S 87,244 D $ 15.16 3,858,490 I See Footnote ( 3 ) Common stock 10/08/2014 S 87,244 D $ 15.16 3,771,246 I See Footnote ( 4 ) Common stock 10/08/2014 S 68,000 D $ 15.16 3,703,246 I See Footnote ( 5 ) Common stock 10/08/2014 S 68,000 D $ 15.16 3,635,246 I See Footnote ( 6 ) Common stock 10/08/2014 S 34,000 D $ 15.16 3,601,246 I See Footnote ( 7 ) Common stock 10/08/2014 S 34,000 D $ 15.16 3,567,246 I See Footnote ( 8 ) Common stock 10/08/2014 S 34,000 D $ 15.16 3,533,246 I See Footnote ( 9 ) Common stock 10/08/2014 S( 10 ) 19,754 D $ 15.16 3,513,492 I See Footnote ( 11 ) Restricted Stock Unit ( 12 ) 10/09/2014 A 4,386 A $ 0 3,517,878 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Clancey Gerald L. 8834 MAYFIELD ROAD CHESTERLAND, OH44026 Executive Vice President Signatures /s/ Gerald L. Clancey by David J. Crandall 10/10/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Gerald L. Clancey Grantor Retained Annuity Trust No. 1 ( 2 )Gerald L. Clancey Grantor Retained Annuity Trust No. 2 ( 3 )Gerald L. Clancey Grantor Retained Annuity Trust No. 3 ( 4 )Gerald L. Clancey Grantor Retained Annuity Trust No. 4 ( 5 )Gerald L. Clancey Grantor Retained Annuity Trust No. 5 ( 6 )Gerald L. Clancey Grantor Retained Annuity Trust No. 6 ( 7 )Gerald L. Clancey Grantor Retained Annuity Trust No. 7 ( 8 )Gerald L. Clancey Grantor Retained Annuity Trust No. 8 ( 9 )Gerald L. Clancey Grantor Retained Annuity Trust No. 9 ( 10 )Mr. Clancey's sale of common stock reported herein was matchable under Section 16(b) of the Securities Exchange Act of 1934, to the extent of 19,754 shares of common stock, with Mr. Clancey's purchase of 19,754 shares of common stock at a price of $11.15 on April 18, 2014. Mr. Clancey has agreed to pay to FMSA, upon settlement of the sale, $79,242.59, representing the full amount of the profit realized in connection with the short-swing transaction. ( 11 )Gerald L. Clancey Trust No. 1 ( 12 )The restricted stock units vest on October 2, 2019 but will be subject to accelerated vesting upon the achievement of certain pre-established cumulative EBITDA targets.

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).

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