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Form 4 Health Insurance Innovat For: Jul 01 Filed by: Health Plan Intermediaires, LLC

July 3, 2019 1:39 PM
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)
16221 VILLARREAL DE AVILA
(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)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
07/01/2019
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 07/01/2019 S 37,650 D $ 26.1746 (1) 14,760 (2) I See Footnote (3)
Class A Common Stock 07/01/2019 S 13,510 D $ 26.7193 (4) 1,250 (2) I See Footnote (3)
Class B Common Stock (5) 07/03/2019 J (6) 500,000 D $ 0 (6) 1,916,667 I See Footnote (7)
Class A Common Stock 07/03/2019 J (6) 500,000 A $ 0 (6) 498,046 I See Footnote (8)
Class A Common Stock 320 D
Class A Common Stock 5,643 I See Footnote (9)
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
Membership Int in Health Plan Intermediaries Holdings, LLC (5) $ 0 07/03/2019 J (6) 500,000 (5) (5) Class A Common Stock 500,000 $ 0 (6) 1,916,667 I See footnote (10)
Explanation of Responses:
1. Represents the weighted average of a range of sale prices from $25.51 to $26.50. The reporting person undertakes to provide to the Staff of the Securities and Exchange Commission, the Company or any stockholder of the Company, upon request, full information regarding the number of shares sold at each separate price.
2. Reflects the anticipated exchange of 3,204 shares of Class B Common Stock held of record by HPI (as defined in note 3) for an equal number of shares of Class A Common Stock. 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.
3. This number of shares consists of shares of Class A Common Stock held of record by Health Plan Intermediaries, LLC ("HPI") and Health Plan Intermediaries Sub, LLC ("HPIS"). HPIS owns 1,250 of such shares and the remainder are held by HPI. 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.
4. Represents the weighted average of a range of sale prices from $26.51 to $27.05. The reporting person undertakes to provide to the Staff of the Securities and Exchange Commission, the Company or any stockholder of the Company, upon request, full information regarding the number of shares sold at each separate price.
5. 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.
6. Reflects the exchange of shares of Class B Common Stock, together with an equal number of Series B Membership Interests of HPIH, into shares of Class A Common Stock pursuant to the Exchange Agreement, dated February 13, 2013, between the reporting persons and issuer.
7. This number of shares consists of 1,896,701 shares of Class B Common Stock held of record by HPI and 19,966 shares of Class B 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 B Common Stock held of record by each of HPI and HPIS.
8. This number of shares consists of shares of Class A Common Stock held of record by HPI and HPIS. HPIS owns 6,250 of such shares and the remainder are held by HPI. 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.
9. By Lori Kosloske. Michael Kosloske and Lori Kosloske are husband and wife.
10. This number consists of 1,896,701 Class B Membership Interests in HPIH held of record by HPI and 19,966 interests held by HPIS.
/s/ Michael W. Kosloske 07/03/2019
** 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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