McNamee Patrick Form 4 Health Insurance Innovations / Patrick McNamee 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

McNamee Patrick

(Last) (First) (Middle)

C/O HEALTH INSURANCE INNOVATIONS, INC.

15438 NORTH FLORIDA AVE., SUITE 201

(Street)

TAMPA FL 33613

(City) (State) (Zip)

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 and President

3. Date of Earliest Transaction (Month/Day/Year)
08/10/2016

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
Class A Common Stock	08/10/2016		P		15,000	A	$4.5173	40,000(1)	D

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 Appreciation Rights	$4.33							(2)	11/09/2020	Class A Common Stock	425,000		425,000	D
Stock Appreciation Rights	$6.77							(3)	05/25/2021	Class A Common Stock	125,000		125,000	D
Stock Appreciation Rights	$4.72							(4)	06/08/2022	Class A Common Stock	300,000		300,000	D
Stock Appreciation Rights	$7.02							(5)	06/08/2023	Class A Common Stock	172,090		172,090	D

Explanation of Responses:

1. Shares previously held indirectly as trustee of the McNamee Trust U/A Dated 2/13/09 were transferred to the reporting person and are now held directly, in a transaction exempt from Section 16 reporting pursuant to Rule 16a-13.

2. These stock-settled stock appreciation rights were previously granted under the Issuer's Long-Term Incentive Plan ("Plan") and vest as follows: (i) 125,000 on the first date on which the average trading price of the Company's Class A common stock is at or above $8.00 per share for the preceding 30 consecutive trading days, (ii) 250,000 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 (iii) 50,000 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.

3. These stock-settled stock appreciation rights were granted under the Plan and will vest 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, 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 as follows: 25% on June 8, 2016; 25% on June 8, 2017; and 50% on June 8, 2018, subject to the terms of the Plan and an award agreement under the Plan.

5. These stock-settled stock appreciation rights were granted under the Plan pursuant to the reporting person's employment agreement and are scheduled to vest in increments as follows: 25% on June 8, 2017, 25% on June 8, 2018, and 50% on June 19, 2019.

	/s/ Michael Hershberger, Attorney in Fact for Patrick McNamee	08/11/2016
	** 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 Number.