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) 04/03/2014 | ||||||||||||||||||||||||||
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 | 04/01/2014 | S | 5,300(1) | D | $10.2482(2) | 52,600 | D | |||
Class A Common Stock | 04/02/2014 | S | 6,400(1) | D | $10.131(3) | 46,200 | D | |||
Class A Common Stock | 04/03/2014 | S | 2,775(1) | D | $10.0566(4) | 43,425 | D | |||
Class A Common Stock | 8,900 | I | see footnote(5) | |||||||
Class A Common Stock | 8,566,667(6) | I | see footnote(6) |
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 |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan, which was adopted by Mr. Kosloske on December 13, 2013. |
2. The price reported in Column 4 represents the weighted average price of multiple transactions with a range of prices between $10.17 to $10.62, inclusive. Mr. Kosloske undertakes to provide, upon request by the SEC, Health Insurance Innovations, Inc., or a security holder of Health Insurance Innovations, Inc. full information regarding the number of shares sold at each separate price within the range. |
3. The price reported in Column 4 represents the weighted average price of multiple transactions with a range of prices between $10.00 to $10.275, inclusive. Mr. Kosloske undertakes to provide, upon request by the SEC, Health Insurance Innovations, Inc., or a security holder of Health Insurance Innovations, Inc. full information regarding the number of shares sold at each separate price within the range. |
4. The price reported in Column 4 represents the weighted average price of multiple transactions with a range of prices between $10.00 to $10.16, inclusive. Mr. Kosloske undertakes to provide, upon request by the SEC, Health Insurance Innovations, Inc., or a security holder of Health Insurance Innovations, Inc. full information regarding the number of shares sold at each separate price within the range. |
5. By Lori Kosloske. Michael Kosloske and Lori Kosloske are husband and wife. |
6. This number of shares consists of 8,480,000 shares of Class B Common Stock held of record by Health Plan Intermediaries, LLC ("HPI") and 86,667 shares of Class B Common Stock held by Health Plan Intermediaries Sub, LLC ("HPIS"). Michael Kosloske ("MK") 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. MK, 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 MK's election, for equal number of shares of Class A Common Stock. This exchange right has no expiration date. |
/s/ Joan Rodgers, as Attorney-in-Fact | 04/03/2014 | |
** 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. |