SEC Form 5 · accession 0001140361-15-007416
Health Insurance Innovations, Inc. · HIIQ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Lori Kosloske
Director
Michael W Kosloske
Officer — Chairman, President and CEO · Director · 10% Owner
Health Plan Intermediaries Sub, LLC
10% Owner
Health Plan Intermediaires, LLC
10% Owner
Period of report
Aug 20, 2014
Accepted (ET)
Feb 17, 2015 · 4:24 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001561387
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1 | Aug 20, 2014 | S | 1,725,000 | $12.15 | D | 6,841,667 | I | See Footnote |
| Class A Common StockF2 | Mar 8, 2014 | F | 817 | $12.40 | D | 8,318 | I | See Footnote |
| Class A Common Stock | holding | — | — | — | 100 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common StockF1,F3 | — | Aug 20, 2014 | C | 1,725,000 | D | — | — | Class A Common Stock | 1,725,000 | 6,841,667 | I |
Explanation of responses
- F1This number of shares consists of 6,772,451 shares of Class B Common Stock held of record by Health Plan Intermediaries, LLC ("HPI") and 69,216 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. The shares of Class B Common Stock, together with the Series B Membership Interests of HPI, are exchangeable, at Mr. Kosloske's election, for equal numbers of shares of Class A Common Stock. This exchange right has no expiration date.
- F2By Lori Kosloske. Michael Kosloske and Lori Kosloske are husband and wife. Represents withholding of shares by Issuer to satisfy tax liability incident to vesting of restricted stock.
- F3This exchange has no expiration date.