FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
HMS HOLDINGS CORP [ HMSY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/09/2006 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | 11/09/2006 | M | 1,500 | A | $6.97 | 5,941 | D | |||
Common Stock | 11/09/2006 | M | 1,500 | A | $7 | 7,441 | D | |||
Common Stock | 11/09/2006 | M | 7,500 | A | $6.44 | 14,941 | D | |||
Common Stock | 11/09/2006 | F | 5,048 | D | $13.72 | 9,893 | D | |||
Common Stock | 11/09/2006 | G | 5,452 | D | $0 | 4,441(5) | D | |||
Common Stock | 11/09/2006 | G | 5,452 | A | $0 | 64,731 | I | Held by spouse(6) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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) | $6.95 | (2) | 04/14/2015 | Common Stock | 15,000 | 15,000 | D | ||||||||
Non-Qualified Stock Option (right to buy) | $14.66 | (4) | 11/02/2016 | Common Stock | 6,650 | 6,650 | D | ||||||||
Non-Qualified Stock Option (right to buy) | $6.44 | 11/09/2006 | M | 7,500 | (1) | 11/13/2008 | Common Stock | 7,500 | $13.72 | 0 | D | ||||
Non-Qualified Stock Option (right to buy) | $6.97 | 11/09/2006 | M | 1,500 | (1) | 10/31/2007 | Common Stock | 1,500 | $13.72 | 0 | D | ||||
Non-Qualified Stock Option (right to buy) | $7 | 11/09/2006 | M | 1,500 | (3) | 10/30/2008 | Common Stock | 1,500 | $13.72 | 0 | D | ||||
Non-Qualified Stock Option (right to buy) | $2.48 | 12/12/2001 | 12/12/2011 | Common Stock | 50,000 | 50,000 | I | Held by spouse(7) | |||||||
Non-Qualified Stock Option (right to buy) | $3.05 | 11/06/2003 | 11/06/2013 | Common Stock | 10,000 | 10,000 | I | Held by spouse(7) |
Explanation of Responses: |
1. Options vest in 1/3 increments on the anniversary date of the grant, starting on the first anniversary date. |
2. Options vest in 1/3 increments with 1/3 vesting on the grant date, and the remainder vesting equally on the next 2 anniversary dates. |
3. Options vest with 25% vesting on the grant date, and the remainder vesting equally on the next 3 anniversary dates. |
4. Options vest in 25% increments on the anniversary date of the grant, starting on the first anniversary date. |
5. Filing individual engaged in cashless exercise of in-the-money stock options, exempt under Rule 16b-6(b). 5,048 shares subject to option reported in this Form 4 were sold on the same day that the options were executed, at an average price of $13.72. In each case, the sale price of the shares (Code F) was used to pay the exercise price. The remaining 5,452 shares (Code G) was gifted by the filing individual to his spouse, and he disclaims beneficial ownership. |
6. Pursuant to the gift (Code G) reported above, these shares are held by the spouse of the filing individual. The filing individual disclaims beneficial ownership. |
7. These shares are held by the spouse of the filing individual. The filing individual disclaims beneficial ownership. |
Thomas G. Archbold for William W. Neal. Authorized by power of attorney dated October 25, 2004. | 11/10/2006 | |
** Signature of Reporting Person | Date | |
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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |