Sec Form 4/A Filing - Singh Ronald D @ HMS HOLDINGS CORP - 2012-10-05

Insider filing report for Changes in Beneficial Ownership
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FORM 4/A
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
Singh Ronald D
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, Managed Care
(Last) (First) (Middle)
5615 HIGH POINT DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
10/05/2012
(Street)
IRVING, TX75038
4. If Amendment, Date Original Filed (MM/DD/YY)
01/03/2014
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 10/05/2012 A 810 ( 2 ) A $ 27.79 11,821 D
Common Stock 12/31/2013 F 409 ( 3 ) D $ 22.7 11,821 ( 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Singh Ronald D
5615 HIGH POINT DRIVE
IRVING, TX75038
EVP, Managed Care
Signatures
/s/ Walter D. Hosp by Power of Attorney for Ronald Singh 02/20/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes 5,219 restricted stock units (RSUs) granted on February 27, 2013, 1,471 RSUs granted on October 5, 2012, 3,470 RSUs granted on October 1, 2011 and 1,641 RSUs granted on October 1, 2010.
( 2 )On a Form 4 filed on October 9, 2012, the Reporting Person reported an RSU grant of 1,619 RSUs on October 5, 2012, of which 50% would vest based on the Issuer's achievement of certain pre-defined performance criteria and the Reporting Persons satisfaction of certain service conditions. On November 15, 2013, the Issuer's Compensation Committee modified the October 5, 2012 RSU grant to remove the performance and service conditions. The 810 RSUs subject to those conditions now have the same vesting schedule as the remainder of the grant - 1/3 vested on December 31, 2013 and the remaining 2/3 will vest on December 31, 2014 and 2015, respectively.
( 3 )Shares being withheld reflect (i) 335 shares withheld and reported on a Form 4 filed on January 3, 2014 and (ii) 74 shares withheld based on the modification of the October 5, 2012 RSU grant (see footnote 1).

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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