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Form 4 Health Insurance Innovat For: Sep 16 Filed by: Hershberger Michael D

September 17, 2019 5:24 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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OMB Number: 3235-0287
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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 *
Hershberger Michael D
(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
CFO, Secretary and Treasurer
3. Date of Earliest Transaction (Month/Day/Year)
09/16/2019
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 09/16/2019 F (1) 2,601 D $ 19.77 (1) 55,698 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 $ 10.45 (2) 05/21/2021 Common Stock 10,000 10,000 D
Stock Appr;eciation Rights $ 4.95 (3) 07/01/2022 Common Stock 15,000 15,000 D
Stock Appreciation Rights $ 4.99 (4) 09/16/2022 Common Stock 22,500 22,500 D
Stock Appreciation Rights $ 5.2 (5) 09/16/2023 Common Stock 40,972 40,972 D
Explanation of Responses:
1. Represents withholding of shares by Issuer to satisfy tax liability of Reporting Person incident to vesting of restricted stock.
2. These stock-settled stock appreciation rights were granted on May 21, 2014 under the Long Term Incentive Plan of Health Insurance Innovations, Inc. (the "Plan") and vest 20% on the first three anniversaries of grant date and 40% on the fourth anniversary, subject to the terms of the Plan and an award agreement under the Plan.
3. These stock-settled stock appreciation rights were granted on July 1, 2015 under the Plan and vest 25% on the first and second anniversaries of grant date and 50% on the third anniversary, subject to the terms of the Plan and an award agreement under the Plan.
4. These stock-settled stock appreciation rights were granted on September 16, 2015 under the Plan and vest 25% on the first and second anniversaries of grant date and 50% on the third anniversary, subject to the terms of the Plan and an award agreement under the Plan.
5. These stock-settled stock appreciation rights were granted on September 16, 2016 under the Plan and vest 25% on the first and second anniversaries of grant date and 50% on the third anniversary, subject to the terms of the Plan and an award agreement under the Plan.
/s/ Michael D. Hershberger 09/17/2019
** 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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