Sec Form 4 Filing - Perrin Maria @ HMS HOLDINGS CORP - 2013-03-13

Insider filing report for Changes in Beneficial Ownership
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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
Perrin Maria
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)
Chief Marketing Officer
(Last) (First) (Middle)
401 PARK AVENUE SOUTH
3. Date of Earliest Transaction (MM/DD/YY)
03/13/2013
(Street)
NEW YORK, NY10016
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 03/13/2013 M 25,000 A $ 7.9966 93,776 ( 1 ) D
Common Stock 03/13/2013 S 25,000 D $ 31.24 68,776 ( 1 ) 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
Non Qualified Stock Option (Right to Buy) $ 7.9966 03/13/2013 M 25,000 10/01/2008( 2 ) 09/30/2015 Common Stock 25,000 $ 0 20,000 ( 3 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Perrin Maria
401 PARK AVENUE SOUTH
NEW YORK, NY10016
Chief Marketing Officer
Signatures
Maria G. Perrin 03/13/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes 17,397 restricted stock units (RSUs) granted on February 27, 2013, which vest annually in 25% increments commencing on the second anniversary of the grant date provided the issuer achieves certain pre-defined performance conditions. Also includes: (i) 41,334 retricted stock awards (RSAs) granted on February 19, 2009 and (ii) 33,936 RSUs granted on February 17, 2011.
( 2 )Date shown is grant date. Fifty percent of these options vested annually in 1/3 increments over a period of three years commencing on December 31, 2009. The remaining fifty percent, or 45,000, vested on December 31, 2011 based on the Issuer's achievement of certain pre-defined performance criteria and the Reporting Person's satisfaction of certain service conditions.
( 3 )Only represents derivitive securities in this class.

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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