Becker Robert 4
4 · HMS HOLDINGS CORP · Filed Apr 1, 2021
Insider Transaction Report
Form 4
HMS HOLDINGS CORP[HMSY]
Becker Robert
Director
Transactions
- Disposition to Issuer
Stock Option (Right to Buy)
2021-04-01−5,367→ 0 totalExercise: $21.19Exp: 2028-05-23→ Common Stock (5,367 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2021-04-01−4,178→ 0 totalExercise: $31.57Exp: 2029-05-22→ Common Stock (4,178 underlying) - Disposition to Issuer
Common Stock
2021-04-01−36,674→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
2021-04-01−4,384→ 0 totalExercise: $30.71Exp: 2030-05-27→ Common Stock (4,384 underlying)
Footnotes (2)
- [F1]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.
- [F2]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.