Sec Form 4 Filing - LUCIA WILLIAM C @ HMS HOLDINGS CORP - 2014-11-17

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
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)
President and CEO
(Last) (First) (Middle)
5615 HIGH POINT DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
11/17/2014
(Street)
IRVING, TX75038
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 11/17/2014 M( 1 )( 2 ) 18,667 A $ 3.1466 387,336 D
Common Stock 11/17/2014 S( 1 )( 2 ) 13,858 D $ 21.2352 ( 3 ) 373,478 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
Nonqualifi ed Stock Option (Right to Buy) $ 3.1466 11/17/2014 M( 1 )( 2 ) 18,667 ( 4 ) 05/04/2016 Common Stock 18,667 $ 0 42,657 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
LUCIA WILLIAM C
5615 HIGH POINT DRIVE
IRVING, TX75038
X President and CEO
Signatures
/s/ Kimberly J. Day, as attorney-in-fact for William C. Lucia 11/18/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The transactions reported were executed pursuant to a trading plan (the "Plan") entered into by the reporting person on August 13, 2014, in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. The Plan provides for the exercise of options 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 prices and fees), and to diversify a portion of the reporting person's financial assets while continuing to hold HMS common stock. The options initially were granted in 2006 and 2009, and have expiration dates within 26 months of the date of the Plan.
( 2 )For the transactions reported on this Form 4, the Plan provided for the exercise of options with an expiration date of May 4, 2016 to purchase 18,667 shares of HMS common stock and subsequent sale of a portion of those shares in order to cover the transaction-related expenses. Of the remaining shares after these expenses, 4,809 shares continue to be held by the reporting person as reflected on this Form 4, with a nearly equal amount having being sold to diversify the reporting person's financial assets.
( 3 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.85 to $21.65, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (3) to this Form 4.
( 4 )The option vested in four equal installments on May 4, 2007, 2008, 2009 and 2010.

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