0001104659-21-045676.txt : 20210401 0001104659-21-045676.hdr.sgml : 20210401 20210401171030 ACCESSION NUMBER: 0001104659-21-045676 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210401 FILED AS OF DATE: 20210401 DATE AS OF CHANGE: 20210401 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: O'Gara Emmet CENTRAL INDEX KEY: 0001725821 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-50194 FILM NUMBER: 21799147 MAIL ADDRESS: STREET 1: C/O HMS HOLDINGS CORP. STREET 2: 5615 HIGH POINT DR. CITY: IRVING STATE: TX ZIP: 75038 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: HMS HOLDINGS CORP CENTRAL INDEX KEY: 0001196501 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 113656261 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 5615 HIGH POINT DRIVE CITY: IRVING STATE: TX ZIP: 75038 BUSINESS PHONE: 214-453-3000 MAIL ADDRESS: STREET 1: 5615 HIGH POINT DRIVE CITY: IRVING STATE: TX ZIP: 75038 4 1 tm2111522-8_4seq1.xml OWNERSHIP DOCUMENT X0306 4 2021-04-01 1 0001196501 HMS HOLDINGS CORP HMSY 0001725821 O'Gara Emmet 5615 HIGH POINT DRIVE IRVING TX 75038 0 1 0 0 Group Pres., Pop Health Mgmt. Common Stock 2021-04-01 4 D 0 46705 D 0 D Stock Option (Right to Buy) 16.94 2021-04-01 4 D 0 19659 D 2028-03-02 Common Stock 19659 0 D Stock Option (Right to Buy) 19.48 2021-04-01 4 D 0 19522 D 2028-03-02 Common Stock 19522 0 D Stock Option (Right to Buy) 27.34 2021-04-01 4 D 0 61798 D 2030-02-27 Common Stock 61798 0 D Stock Option (Right to Buy) 39.63 2021-04-01 4 D 0 39884 D 2029-02-28 Common Stock 39884 0 D On April 1, 2021, pursuant to that certain Agreement and Plan of Merger, dated as of December 20, 2020 (the "Merger Agreement"), by and among the Issuer, Gainwell Acquisition Corp. ("Gainwell"), Mustang Merger Sub, Inc. ("Merger Sub") and Gainwell Intermediate Holding Corp., Merger Sub merged with and into the Issuer with the Issuer surviving as a wholly owned subsidiary of IRC (the "Merger"). Upon consummation of the Merger (the "Effective Time"), each share of common stock of the Issuer was cancelled and converted into the right to receive $37.00 per share in cash (the "Per Share Merger Consideration"). In addition, each unvested restricted stock unit automatically vested and was converted in the right to receive the Per Share Merger Consideration. Pursuant to the procedures set forth in the Merger Agreement, immediately prior to the Effective Time, each option to purchase shares of Common Stock with a per share exercise price that is less than the Per Share Merger Consideration that is outstanding and unexercised, was cancelled and converted into the right to receive a cash payment equal to the product of (x) the Per Share Merger Consideration, net of the applicable per share exercise price and (y) the aggregate number of shares of Common Stock subject to the option, less applicable withholding taxes or other amounts required by law. Pursuant to the procedures set forth in the Merger Agreement, immediately prior to the Effective Time, each option to purchase shares of Common Stock with a per share exercise price that is equal or greater than the Per Share Merger Consideration, whether vested or unvested, was cancelled for no consideration /s/ Kimberly J. Day, attorney-in-fact 2021-04-01