SEC FORM 4

SEC Form 4

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^*

LUCIA WILLIAM C

(Last)

(First)

(Middle)

5615 HIGH POINT DRIVE

(Street)

IRVING

75038

(City)

(State)

(Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/20/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/08/2016		G⁽¹⁾	V	3,227	D	$0.0000	205,918	D
Common Stock	03/16/2016		G⁽¹⁾	V	10,936	D	$0.0000	194,982	D
Common Stock	06/20/2016		M⁽²⁾		111,240	A	$3.66	306,222	D
Common Stock	06/20/2016		S⁽²⁾		60,356	D	$17.9962⁽³⁾	245,866	D
Common Stock	06/21/2016		M⁽²⁾		168,088	A	$3.66	413,954	D
Common Stock	06/21/2016		S⁽²⁾		91,669	D	$17.5859⁽⁴⁾	322,285	D
Common Stock	03/08/2016		G⁽¹⁾	V	3,227	A	$0.0000	311,147	I	By Lucia Family Trust
Common Stock	03/16/2016		G⁽¹⁾	V	10,936	A	$0.0000	322,083⁽⁵⁾	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 (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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Nonqualified Stock Option (Right to Buy)	$3.66⁽⁶⁾	06/20/2016		M⁽²⁾			111,240	⁽⁷⁾	06/26/2016	Common Stock	111,240	$0.0000	168,088	D
Nonqualified Stock Option (Right to Buy)	$3.66⁽⁶⁾	06/21/2016		M⁽²⁾			168,088	⁽⁷⁾	06/26/2016	Common Stock	168,088	$0.0000	0.0000	D

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, 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). The options initially were granted in 2006. For the transactions reported on this Form 4, the Plan provided for the exercise of an option with an expiration date of June 26, 2016. Of the 279,328 shares acquired upon exercise of the option as reported on this Form 4, 127,303 shares continue to be held by the reporting person.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $17.75 to $18.25, 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 to this Form 4.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $17.41 to $17.92, 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 to this Form 4.

5. These shares are indirectly owned by The William C Lucia Family Trust. Taking into account shares owned both directly and indirectly by the family trust, the reporting person beneficially owned an aggregate of 644,368 shares following the transactions reported on this Form 4.

6. This option was previously reported as covering 117,335 shares at an exercise price of $10.64 per share but was adjusted to reflect the 3-for-1 stock split of the Issuer's common shares, effected in the form of a common stock dividend. The stock dividend was distributed on August 16, 2011, to shareholders of record at the close of business on July 22, 2011.

7. The option vested in four equal annual installments beginning on June 26, 2007.

	Kimberly J. Day, as Attorney-in-Fact for William C. Lucia	06/22/2016
	** 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).
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