Sec Form 4 Filing - LUCIA WILLIAM C @ HMS HOLDINGS CORP - 2018-07-12

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) Chairman, President and CEO (Last) (First) (Middle) 5615 HIGH POINT DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 07/12/2018 (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 03/13/2018 G( 1 ) V 54,428 D $ 0 181,400 D Common Stock 07/12/2018 M( 2 ) 71,628 A $ 22.95 253,028 D Common Stock 07/12/2018 S( 2 ) 69,818 D $ 24.05 183,210 D Common Stock 03/13/2018 G( 1 ) V 54,428 A $ 0 579,924 ( 3 ) I By Lucia Family Trust

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 Nonqualified Stock Option (Right to Buy) $ 22.95 07/12/2018 M( 2 ) 71,628 ( 4 ) 09/30/2018 Common Stock 71,628 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LUCIA WILLIAM C 5615 HIGH POINT DRIVE IRVING, TX75038 X Chairman, President and CEO Signatures Kimberly J. Day, as Attorney-in-Fact for William C. Lucia 07/13/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reported transactions involved a gift of securities by the reporting person to The William C. Lucia Family Trust, a revocable trust for which the reporting person is Trustee. ( 2 )The transactions reported were executed pursuant to a trading plan (the "Plan") entered into by the reporting person on March 15, 2018, 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 2011 and has an expiration date of September 30, 2018. ( 3 )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 763,134 shares following the transactions reported on this Form 4. ( 4 )50% of the option vested in three equal annual installments commencing on December 31, 2012. 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.

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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