FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

Telkamp Bruce
2. Issuer Name and Ticker or Trading Symbol

Health Insurance Innovations, Inc. [ HIIQ ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
CEO of HealthPocket, Inc.*
(Last)          (First)          (Middle)

C/O HEALTH INSURANCE INNOVATIONS, INC., 15438 N. FLORIDA AVE., SUITE 201
3. Date of Earliest Transaction (MM/DD/YYYY)

11/29/2016
(Street)

TAMPA, FL 33613
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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
Class A Common Stock   11/25/2016     G (1)   V 5000   D $0   178281   D    
Class A Common Stock   11/29/2016     M (2)    10000   A $4.95   188281   D    
Class A Common Stock   11/29/2016     D (2)    3853   D $12.85   184428   D    
Class A Common Stock   11/29/2016     F (2)    2691   D $12.85   181737   D    
Class A Common Stock   11/29/2016     S (2)    3456   D $12.85   178281   D    
Class A Common Stock   11/30/2016     G (1)   V 5000   D $0   173281   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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 Appreciation Rights   $6.77                      (3) 5/25/2021   Class A Common Stock   84000     84000   D    
Stock Appreciation Rights   $6.77                      (4) 5/25/2021   Class A Common Stock   42000     42000   D    
Stock Appreciation Rights   $12.13                      (5) 7/14/2021   Class A Common Stock   10000     10000   D    
Stock Appreciation Rights   $4.95   11/29/2016     M         10000      (6) 7/1/2022   Class A Common Stock   10000   $0   30000   D    

Explanation of Responses:
( 1)  This transaction reports a donation to a 501(c)(3) public charity.
( 2)  On November 29, 2016, the reporting person exercised stock appreciation rights ("SARs") relating to 10,000 shares, of which 3,853 shares were retained by the issuer to satisfy the exercise price of such SARs, 2,691 shares were withheld by the issuer to satisfy a tax liability associated with the exercise, and 3,456 of the shares were sold by the reporting person.
( 3)  These stock-settled stock appreciation rights were granted under the Plan and will vest as follows: (i) 42,000 on the first date on which the average trading price of the Company's Class A common stock is at or above $12.00 per share for the preceding 30 consecutive trading days, and (ii) 42,000 on the first date on which the average trading price of the Company's Class A common stock is at or above $16.00 per share for the preceding 30 consecutive trading days, all subject to the terms of the Plan and an award agreement under the Plan.
( 4)  These stock-settled stock appreciation rights were previously granted under the Plan and will vest (either wholly or partially) based on the extent to which certain financial performance targets established by the Company's Board of Directors are achieved for the 2016 fiscal year.
( 5)  These stock-settled stock appreciation rights were previously granted under the Issuer's Long-Term Incentive Plan and are scheduled to vest in increments of 20%, 20%, 20%, and 40% on successive anniversary dates of the grant, subject to the terms of the plan and an award agreement under the plan.
( 6)  These stock-settled stock appreciation rights were previously granted under the Issuer's Long-Term Incentive Plan (the "Plan") and are scheduled to vest in increments of 25%, 25%, and 50% on successive anniversary dates of the grant, subject to the terms of the Plan and an award agreement under the Plan.

Remarks:
* HealthPocket, Inc. is a subsidiary of Issuer.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Telkamp Bruce
C/O HEALTH INSURANCE INNOVATIONS, INC.
15438 N. FLORIDA AVE., SUITE 201
TAMPA, FL 33613
X
CEO of HealthPocket, Inc.*

Signatures
/s/ Michael Hershberger, Attorney-in-Fact for Bruce Telkamp 12/1/2016
** 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 control number.
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