Roy T K Thung Form 4 INDEPENDENCE HOLDING / ROY T K THUNG ownership change

SEC Form 4

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^*

THUNG ROY T K

(Last) (First) (Middle)

96 CUMMINGS POINT ROAD

(Street)

STAMFORD CT 06902

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
INDEPENDENCE HOLDING CO [ IHC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CEO, President, and Chairman

3. Date of Earliest Transaction (Month/Day/Year)
08/08/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. 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

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Option (right to buy)	$9.99	08/08/2017		D			82,500(1)	(2)	03/18/2018	Common Stock	82,500	$0	0	D
Stock Option (right to buy)	$9.99	08/08/2017		A		82,500(3)		03/19/2011	03/18/2018	Common Stock	82,500	$0	82,500	D
Stock Option (right to buy)	$9.09	08/08/2017		D			176,000(4)	(5)	01/04/2019	Common Stock	176,000	$0	0	D
Stock Option (right to buy)	$9.09	08/08/2017		A		176,000(6)		01/05/2013	01/04/2019	Common Stock	176,000	$0	176,000	D

Explanation of Responses:

1. Granted on March 19, 2008 (the "2008 Option") under the Independence Holding Company 2006 Stock Incentive Plan ("2006 Plan"), which expired in 2016. The 2008 Option is being cancelled in exchange for issuance of a new option ("2008 Replacement Option") under the Independence Holding Company 2016 Stock Incentive Plan ("2016 Plan") that has the same terms as the cancelled 2008 Option.

2. The option vests in three equal installments on each of the three annual anniversaries of the grant date of March 19, 2008. As of the date of the filing, the option has fully vested.

3. Granted under the 2016 Plan upon cancellation of the 2008 Option. This 2008 Replacement Option is exercisable for the same number of shares as issuable under the 2008 Option and has the same expiration date and exercise price as the 2008 Option.

4. Granted on January 5, 2010 ("2010 Option") under the 2006 Plan. The 2010 Option is being cancelled in exchange for issuance of a new option ("2010 Replacement Option") under the 2016 Plan that has the same terms as the cancelled 2010 Option.

5. The option vests 1/3 on each of the first 3 anniversaries dates of the option holder's continuous service after the grant date of January 1, 2010. As of the date of the filing, the option has fully vested.

6. Granted under the 2016 Plan upon cancellation of the 2010 Option. This 2010 Replacement Option is exercisable for the same number of shares as issuable under the 2010 Option and has the same expiration date and exercise price as the 2010 Option.

Remarks:

	/Roy T.K. Thung/	08/08/2017
	** 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).
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