| 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)
| 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) 04/01/2021 | ||||||||||||||||||||||||||
| 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 | 04/01/2021 | D | 76,933 | D | (1) | 0 | D | |||
| 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 | ||||||||
| Stock Option (Right to Buy) | $11.2 | 04/01/2021 | D | 100,000 | (2) | 11/10/2022 | Common Stock | 100,000 | (2) | 0 | D | ||||
| Stock Option (Right to Buy) | $13.94 | 04/01/2021 | D | 91,575 | (2) | 03/01/2023 | Common Stock | 91,575 | (2) | 0 | D | ||||
| Stock Option (Right to Buy) | $19.04 | 04/01/2021 | D | 77,620 | (2) | 06/09/2027 | Common Stock | 77,620 | (2) | 0 | D | ||||
| Stock Option (Right to Buy) | $19.48 | 04/01/2021 | D | 80,527 | (2) | 03/02/2028 | Common Stock | 80,527 | (2) | 0 | D | ||||
| Stock Option (Right to Buy) | $27.34 | 04/01/2021 | D | 89,888 | (2) | 02/27/2030 | Common Stock | 89,888 | (2) | 0 | D | ||||
| Stock Option (Right to Buy) | $39.63 | 04/01/2021 | D | 58,013 | (3) | 02/28/2029 | Common Stock | 58,013 | (3) | 0 | D | ||||
| Explanation of Responses: |
| 1. 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. |
| 2. 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. |
| 3. 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 | 04/01/2021 | |
| ** 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. | ||
