SEC FORM 5

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

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)
	President and CEO

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2014

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 at end of Issuer's Fiscal Year (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)	3. Transaction Code (Instr. 8)	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	12/29/2009		G⁽¹⁾5	18,694⁽²⁾	D	$0	118,374⁽³⁾	D
Common Stock	12/29/2009		G⁽¹⁾5	18,694⁽²⁾	A	$0	259,869⁽⁴⁾	I	By Lucia Family Trust
Common Stock	01/25/2010		G⁽¹⁾5	8,000⁽²⁾	D	$0	118,374⁽³⁾	D
Common Stock	01/25/2010		G⁽¹⁾5	8,000⁽²⁾	A	$0	259,869⁽⁴⁾	I	By Lucia Family Trust
Common Stock	02/25/2010		G⁽¹⁾5	4,000⁽²⁾	D	$0	118,374⁽³⁾	D
Common Stock	02/25/2010		G⁽¹⁾5	4,000⁽²⁾	A	$0	259,869⁽⁴⁾	I	By Lucia Family Trust
Common Stock	01/12/2011		G⁽¹⁾5	14,000⁽²⁾	D	$0	118,374⁽³⁾	D
Common Stock	01/12/2011		G⁽¹⁾5	14,000⁽²⁾	A	$0	259,869⁽⁴⁾	I	By Lucia Family Trust
Common Stock	11/15/2012		G⁽¹⁾5	33,337	D	$0	118,374⁽³⁾	D
Common Stock	11/15/2012		G⁽¹⁾5	33,337	A	$0	259,869⁽⁴⁾	I	By Lucia Family Trust
Common Stock	02/04/2013		G⁽¹⁾5	49,122	D	$0	118,374⁽³⁾	D
Common Stock	02/04/2013		G⁽¹⁾5	49,122	A	$0	259,869⁽⁴⁾	I	By Lucia Family Trust
Common Stock	06/19/2013		G⁽¹⁾5	21,324	D	$0	118,374⁽³⁾	D
Common Stock	06/19/2013		G⁽¹⁾5	21,324	A	$0	259,869⁽⁴⁾	I	By Lucia Family Trust
Common Stock	07/28/2014		G⁽¹⁾	23,750	D	$0	118,374⁽³⁾	D
Common Stock	07/28/2014		G⁽¹⁾	23,750	A	$0	259,869⁽⁴⁾	I	By Lucia Family Trust
Common Stock	09/22/2014		G⁽¹⁾	4,974	D	$0	118,374⁽³⁾	D
Common Stock	09/22/2014		G⁽¹⁾	4,974	A	$0	259,869⁽⁴⁾	I	By Lucia Family Trust
Common Stock	10/21/2014		G⁽¹⁾	4,706	D	$0	118,374⁽³⁾	D
Common Stock	10/21/2014		G⁽¹⁾	4,706	A	$0	259,869⁽⁴⁾	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)	4. Transaction Code (Instr. 8)	(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)

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 reported transactions reflect the actual number of securities acquired or disposed on the date of the transaction and have not been adjusted to reflect the 3-for-1 stock split of the Issuer's common shares, effected in the form of a common stock dividend distributed on August 16, 2011, to shareholders of record at the close of business on July 22, 2011 (the "Stock Split").

3. The number of securities reported reflects the total number of shares directly owned on December 31, 2014, including shares received as a result of the Stock Split. It excludes 250,295 shares that were inadvertently previously reported as directly beneficially owned that are indirectly owned by The William C Lucia Family Trust. Taking into account shares owned both directly and indirectly by family trust, the reporting person beneficially owned an aggregate of 378,243 shares on December 31, 2014.

4. The number of securities reported reflects the total number of shares indirectly owned by The William C Lucia Family Trust on December 31, 2014, including shares received as a result of the Stock Split. It includes 250,295 shares that were inadvertently previously reported as directly beneficially owned. Taking into account shares owned both directly and indirectly by family trust, the reporting person beneficially owned an aggregate of 378,243 shares on December 31, 2014.

	/s/ Eugene V. DeFelice, as attorney-in-fact for William C. Lucia	02/06/2015
	** 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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