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 & CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/11/2015

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	03/09/2015		G	V	17,594	D	$0	158,287	D
Common Stock	03/09/2015		G	V	17,594	A	$0	282,275⁽¹⁾	I	By Lucia Family Trust
Common Stock	08/11/2015		M		5,323⁽²⁾	A	$3.1466	163,610	D
Common Stock	08/11/2015		M		9,677⁽²⁾	A	$3.66	173,287	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 (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)	$3.1466⁽⁵⁾	08/11/2015		M			5,323⁽⁵⁾	⁽³⁾	05/04/2016	Common Stock	5,323⁽⁵⁾	$0	0	D
Nonqualified Stock Option (Right to Buy)	$3.66⁽⁶⁾	08/11/2015		M			9,677⁽⁶⁾	⁽⁴⁾	06/26/2016	Common Stock	9,677⁽⁶⁾	$0	279,328	D

Explanation of Responses:

1. These shares are indirectly owned by The William C Lucia Family Trust, a revocable trust for which Mr. Lucia is Trustee. Taking into account shares owned both directly and indirectly by family trust, Mr. Lucia beneficially owned an aggregate of 455,562 shares following the transactions reported on this Form 4.

2. The shares were acquired by Mr. Lucia upon a cash exercise of employee stock options, which qualifies as exempt from Section 16(b) short-swing liability. Mr. Lucia paid the aggregate exercise price of $52,167.17 and applicable tax withholding of $35,073.23 out of personal funds, pursuant to the applicable stock option agreements. The options initially were granted on May 4, 2006 and June 26, 2006 and had expiration dates on May 4, 2016 and June 26, 2016, respectively.

3. The option vested in four equal installments on May 4, 2007, 2008, 2009 and 2010.

4. The option vested in four equal installments on June 26, 2007, 2008, 2009 and 2010.

5. This option was initially granted covering 50,886 shares at an exercise price of $9.44 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.

6. This option was initially granted covering 117,335 shares at an exercise price of $10.98 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.

	/s/ Eugene V. DeFelice, as attorney-in-fact for William C. Lucia	08/12/2015
	** 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).
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