Statement of Changes in Beneficial Ownership (4)
November 22 2016 - 4:26PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
Kosloske Michael W
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2. Issuer Name
and
Ticker or Trading Symbol
Health Insurance Innovations, Inc.
[
HIIQ
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
__
X
__ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chairman, President and CEO
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(Last)
(First)
(Middle)
15438 N. FLORIDA AVENUE, SUITE 201
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3. Date of Earliest Transaction
(MM/DD/YYYY)
11/19/2016
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(Street)
TAMPA, FL 33613
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock
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100
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D
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Class A Common Stock
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7203
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I
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See Footnote
(1)
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Class A Common Stock
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26079
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I
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See Footnote
(2)
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Class A Common Stock
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6841667
(3)
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I
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See Footnote
(3)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Appreciation Rights
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$9.80
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11/19/2016
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A
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106173
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(4)
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11/19/2023
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Common Stock
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106173
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$0
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106173
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D
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Explanation of Responses:
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(
1)
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By Lori Kosloske. Michael Kosloske and Lori Kosloske are husband and wife.
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(
2)
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By Michael W. Kosloske 2012 Descendants Trust Agreement dated December 7, 2012, Lori Kosloske as Directing Trustee.
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(
3)
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This number of shares consists of 6,772,451 shares of Class B Common Stock held of record by Health Plan Intermediaries, LLC ("HPI") and 69,216 shares of Class B Common Stock held by Health Plan Intermediaries Sub, LLC ("HPIS"). Michael Kosloske is the sole member and primary manager of HPI, and has sole voting and dispositive power over the shares held by HPI. HPI is the sole managing member of HPIS and has sole voting and dispositive power over the shares held by HPIS. Mr. Kosloske, by virtue of his control of HPI and HPI's control of HPIS, may be deemed to beneficially own all the shares of Class B Common Stock held of record by each of HPI and HPIS. The shares of Class B Common Stock, together with the Series B Membership Interests of HPI, are exchangeable, at Mr. Kosloske's election, for equal numbers of shares of Class A Common Stock. This exchange right has no expiration date.
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(
4)
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These stock-settled stock appreciation rights were granted to Michael Kosloske under the Issuer's Long-Term Incentive Plan and vest 50% on the first anniversary of grant date and 25% on each of the second and third anniversaries, subject to the terms of the Long-Term Incentive Plan and an award agreement under the Long-Term Incentive Plan.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Kosloske Michael W
15438 N. FLORIDA AVENUE
SUITE 201
TAMPA, FL 33613
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X
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X
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Chairman, President and CEO
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Kosloske Lori
15438 N. FLORIDA AVENUE
SUITE 201
TAMPA, FL 33613
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X
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Health Plan Intermediaires, LLC
C/O HEALTH INSURANCE INNOVATIONS, INC.
15438 N. FLORIDA AVENUE, SUITE 201
TAMPA, FL 33613
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X
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Health Plan Intermediaries Sub, LLC
C/O HEALTH INSURANCE INNOVATIONS, INC.
15438 N. FLORIDA AVENUE, SUITE 201
TAMPA, FL 33613
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X
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Signatures
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/s/ Michael Hershberger, as Attorney-in-Fact
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11/22/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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