Health Plan Intermediaires Form 4 Health Insurance Innovations / Michael W Kosloske 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^*

Kosloske Michael W

(Last) (First) (Middle)

15438 N. FLORIDA AVENUE

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	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/10/2018

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

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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	09/10/2018		G		18,100(1)	D	$0	7,979	D
Class A Common Stock	09/10/2018		G		7,979(1)	D	$0	0	D
Class A Common Stock	04/22/2019		M(2)		106,173	A	$9.2	106,173	D
Class A Common Stock	04/22/2019		D		41,871(3)	D	$24.85	64,302	D
Class B Common Stock(4)								2,416,667	I	See Footnote(5)
Class A Common Stock								125,000	I	See Footnote(6)
Class A Common Stock								5,643(7)	I	See Footnote(7)

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	$9.8	04/22/2019		M(2)			106,173	(8)	06/07/2019	Common Stock	106,173	$0	0	D
Stock Appreciation Rights	$23.8							(8)	06/07/2019	Common Stock	40,834		40,834	D
Membership Int in Health Plan Intermediaries Holdings, LLC(4)	$0							(4)	(4)	Class A Common Stock	125,000		2,416,667	I	See Footnote(9)

1. Name and Address of Reporting Person^*

Kosloske Michael W

(Last) (First) (Middle)

15438 N. FLORIDA AVENUE

SUITE 201

(Street)

TAMPA FL 33613

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Health Plan Intermediaires, LLC

(Last) (First) (Middle)

C/O HEALTH INSURANCE INNOVATIONS, INC.

15438 N. FLORIDA AVENUE, SUITE 201

(Street)

TAMPA FL 33613

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Health Plan Intermediaries Sub, LLC

(Last) (First) (Middle)

C/O HEALTH INSURANCE INNOVATIONS, INC.

15438 N. FLORIDA AVENUE, SUITE 201

(Street)

TAMPA FL 33613

(City) (State) (Zip)

Explanation of Responses:

1. Represents shares previously reported as being held by the Michael W. Kosloske 2012 Descendant's Trust as to which the Reporting Person exercised a power of substitution and subsequently gifted.

2. Represents the exercise of stock appreciation rights prior to the expiration thereof.

3. Shares retained by the issuer to satisfy the exercise price of stock appreciation rights exercised by the Reporting Person.

4. Each share of Class B Common Stock held by the reporting persons, together with one Series B Membership Interest held by the reporting persons in Health Plan Intermediaries Holdings, LLC ("HPIH"), are together exchangeable, at any time, at the reporting persons' election, for one share of Class A Common Stock. This exchange right has no expiration date.

5. This number of shares consists of 2,391,701 shares of Class B Common Stock held of record by Health Plan Intermediaries, LLC ("HPI") and 24,966 shares of Class B Common Stock held by Health Plan Intermediaries Sub, LLC ("HPIS"). Michael Kosloske 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. Mr. Kosloske, 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.

6. This number of shares consists of 123,750 shares of Class A Common Stock held of record by HPI and 1,250 shares of Class A Common Stock held by HPIS. Michael Kosloske 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. Mr. Kosloske, by virtue of his control of HPI and HPI's control of HPIS, may be deemed to beneficially own all the shares of Class A Common Stock held of record by each of HPI and HPIS.

7. By Lori Kosloske. Michael Kosloske and Lori Kosloske are husband and wife. Share number previously incorrectly reported as 7,203.

8. These stock-settled stock appreciation rights were granted to the Reporting Person under the Issuer's Long-Term Incentive Plan and vest 25% on each of the first and second anniversaries of grant date and 50% on the third anniversary, subject to the terms of the Long-Term Incentive Plan and an award agreement under the Long-Term Incentive Plan.

9. This number consists of 2,391,701 Class B Membership Interests in HPIH held of record by HPI and 24,966 interests held by HPIS. Michael Kosloske is the sole member and primary manager of HPI, and has sole voting and dispositive power over the interests held by HPI. HPI is the sole managing member of HPIS and has sole voting and dispositive power over the interests held by HPIS. Mr. Kosloske, by virtue of his control of HPI and HPI's control of HPIS, may be deemed to beneficially own all the Class B Membership Interests of HPIH held of record by each of HPI and HPIS.

	/s/ Michael W. Kosloske	04/24/2019
	** Signature of Reporting Person	Date
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