| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Health Insurance Innovations, Inc. [ HIIQ ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/11/2017 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 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 | 05/11/2017 | M | 5,710 | A | $6.77 | 107,211 | D | |||
| Class A Common Stock | 05/11/2017 | D(1) | 1,872(1) | D | $20.65 | 105,339 | D | |||
| Class A Common Stock | 05/11/2017 | S | 3,838 | D | $20.65 | 101,501 | D | |||
| Class A Common Stock | 05/12/2017 | M | 22,000 | A | $6.77 | 123,501 | D | |||
| Class A Common Stock | 05/12/2017 | D(1) | 7,093(1) | D | $21.8538 | 116,408 | D | |||
| Class A Common Stock | 05/12/2017 | S | 14,907 | D | $22.2703(2) | 101,501 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Appreciation Rights | $6.77 | 05/11/2017 | M | 5,710 | (3) | 05/25/2021 | Class A Common Stock | 5,710 | $0 | 42,000 | D | ||||
| Stock Appreciation Rights | $6.77 | 05/12/2017 | M | 22,000 | (3) | 05/25/2021 | Class A Common Stock | 22,000 | $0 | 20,000 | D | ||||
| Stock Appreciation Rights | $12.13 | (4) | 07/14/2021 | Class A Common Stock | 6,000 | 6,000 | D | ||||||||
| Stock Appreciation Rights | $4.95 | (5) | 07/01/2022 | Class A Common Stock | 30,000 | 30,000 | D | ||||||||
| Explanation of Responses: |
| 1. Shares retained by the issuer to satisfy the exercise price of stock appreciation rights exercised by the reporting person. |
| 2. The price in Column 4 is a weighted average price. The prices actually received ranged from $22.22 to 22.375. The reporting person has provided to the issuer, and will provide to any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range for all transactions reported in this Form 4 utilizing a weighted average price. |
| 3. These stock-settled stock appreciation rights were granted under the Issuer's Long-Term Incentive Plan (the "Plan") and became vested as follows: (i) 42,000 on the first date on which the average trading price of the Company's Class A common stock was 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 was 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 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. |
| 5. These stock-settled stock appreciation rights were previously granted under 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. |
| /s/ Michael Hershberger, Attorney-in-Fact for Bruce Telkamp | 05/15/2017 | |
| ** 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 Number. | ||