0001104659-21-045675.txt : 20210401
0001104659-21-045675.hdr.sgml : 20210401
20210401170943
ACCESSION NUMBER: 0001104659-21-045675
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: LUCIA WILLIAM C
CENTRAL INDEX KEY: 0001209904
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-50194
FILM NUMBER: 21799128
MAIL ADDRESS:
STREET 1: HEALTH MANAGEMENT SYSTEMS
STREET 2: 401 PARK AVENUE S
CITY: NEW YORK
STATE: NY
ZIP: 10021
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
tm2111522d7_4seq1.xml
OWNERSHIP DOCUMENT
X0306
4
2021-04-01
1
0001196501
HMS HOLDINGS CORP
HMSY
0001209904
LUCIA WILLIAM C
5615 HIGH POINT DRIVE
IRVING
TX
75038
1
1
0
0
Chairman, President and CEO
Common Stock
2021-04-01
5
G
0
E
50753
0.00
D
89462
D
Common Stock
2021-04-01
5
G
0
E
50753
0.00
A
732528
I
By Lucia Family Trust
Common Stock
2021-04-01
4
D
0
89462
D
0
D
Common Stock
2021-04-01
4
D
0
732528
D
0
I
By Lucia Family Trust
Stock Option (Right to Buy)
19.04
2021-04-01
4
D
0
194049
D
2027-06-09
Common Stock
194049
0
D
Stock Option (Right to Buy)
19.48
2021-04-01
4
D
0
219619
D
2028-03-02
Common Stock
219619
0
D
Stock Option (Right to Buy)
27.34
2021-04-01
4
D
0
280899
D
2030-02-27
Common Stock
280899
0
D
Stock Option (Right to Buy)
39.63
2021-04-01
4
D
0
145033
D
2029-02-28
Common Stock
145033
0
D
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.
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