Bruce Telkamp Form 4 Health Insurance Innovations / Bruce Telkamp 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^*

Telkamp Bruce

(Last) (First) (Middle)

C/O HEALTH INSURANCE INNOVATIONS, INC.

15438 N. 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 of HealthPocket, Inc.*

3. Date of Earliest Transaction (Month/Day/Year)
11/29/2016

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	11/25/2016		G(1)	V	5,000	D	$0	178,281	D
Class A Common Stock	11/29/2016		M(2)		10,000	A	$4.95	188,281	D
Class A Common Stock	11/29/2016		D(2)		3,853	D	$12.85	184,428	D
Class A Common Stock	11/29/2016		F(2)		2,691	D	$12.85	181,737	D
Class A Common Stock	11/29/2016		S(2)		3,456	D	$12.85	178,281	D
Class A Common Stock	11/30/2016		G(1)	V	5,000	D	$0	173,281	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	$6.77							(3)	05/25/2021	Class A Common Stock	84,000		84,000	D
Stock Appreciation Rights	$6.77							(4)	05/25/2021	Class A Common Stock	42,000		42,000	D
Stock Appreciation Rights	$12.13							(5)	07/14/2021	Class A Common Stock	10,000		10,000	D
Stock Appreciation Rights	$4.95	11/29/2016		M			10,000	(6)	07/01/2022	Class A Common Stock	10,000	$0	30,000	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.

	/s/ Michael Hershberger, Attorney-in-Fact for Bruce Telkamp	12/01/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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