SEC Form 5 · accession 0001140361-17-005631
Health Insurance Innovations, Inc. · HIIQ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Bruce Telkamp
Officer — CEO of HealthPocket, Inc.* · Director
Period of report
Dec 31, 2016
Accepted (ET)
Feb 10, 2017 · 11:42 am 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 Stock | Dec 23, 2016 | G | 5,000 | $0.00 | D | 141,001 | D | |
| Class A Common Stock | Jan 13, 2017 | G | 5,000 | $0.00 | D | 136,001 | D | |
| Class A Common Stock | Jan 20, 2017 | G | 5,000 | $0.00 | D | 131,001 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Appreciation RightsF2 | $6.77 | holding | — | — | — | — | May 25, 2021 | Class A Common Stock | 84,000 | 84,000 | D |
| Stock Appreciation RightsF3 | $6.77 | holding | — | — | — | — | May 25, 2021 | Class A Common Stock | 42,000 | 42,000 | D |
| Stock Appreciation RightsF4 | $12.13 | holding | — | — | — | — | Jul 14, 2021 | Class A Common Stock | 10,000 | 10,000 | D |
| Stock Appreciation RightsF5 | $4.95 | holding | — | — | — | — | Jul 1, 2022 | Class A Common Stock | 30,000 | 30,000 | D |
Explanation of responses
- F1This transaction reports a donation to a 501(c)(3) public charity.
- F2These 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.
- F3These 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.
- F4These 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.
- F5These 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.