SEC Form 4 · accession 0001140361-17-034317
Health Insurance Innovations, Inc. · HIIQ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael D Hershberger
Officer — CFO, Secretary and Treasurer
Period of report
Aug 31, 2017
Accepted (ET)
Sep 5, 2017 · 4:50 pm EDT
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 31, 2017 | S | 2,500 | $34.8066 | D | 94,569 | D | |
| Class A Common StockF3 | Sep 1, 2017 | S | 400 | $28.3625 | D | 94,169 | D | |
| Class A Common StockF4 | Sep 1, 2017 | S | 3,300 | $29.099 | D | 90,869 | D | |
| Class A Common Stock | Sep 1, 2017 | S | 100 | $30.45 | D | 90,769 | D | |
| Class A Common StockF5 | Sep 1, 2017 | S | 800 | $32.0875 | D | 89,969 | D | |
| Class A Common StockF6 | Sep 1, 2017 | S | 400 | $33.7375 | D | 89,569 | D | |
| Class A Common Stock | Sep 1, 2017 | M | 15,000 | $10.45 | A | 104,569 | D | |
| Class A Common StockF12,F9 | Sep 1, 2017 | D | 4,659 | $28.965 | D | 99,910 | D | |
| Class A Common StockF9 | Sep 1, 2017 | S | 3,597 | $28.965 | D | 96,313 | D | |
| Class A Common Stock | Sep 1, 2017 | M | 15,000 | $4.95 | A | 111,313 | D | |
| Class A Common StockF12,F10 | Sep 1, 2017 | D | 2,207 | $32.0163 | D | 109,106 | D | |
| Class A Common StockF10 | Sep 1, 2017 | S | 4,450 | $32.0163 | D | 104,656 | D | |
| Class A Common Stock | Sep 1, 2017 | M | 7,500 | $4.99 | A | 112,156 | D | |
| Class A Common StockF12,F11 | Sep 1, 2017 | D | 1,113 | $33.8103 | D | 111,043 | D | |
| Class A Common StockF11 | Sep 1, 2017 | S | 2,222 | $33.8103 | D | 108,821 | 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 RightsF7 | $10.45 | Sep 1, 2017 | M | 15,000 | D | — | May 21, 2021 | Common Stock | 15,000 | 10,000 | D |
| Stock Appreciation RightsF8 | $4.95 | Sep 1, 2017 | M | 15,000 | D | — | Jul 1, 2022 | Common Stock | 15,000 | 15,000 | D |
| Stock Appreciation RightsF8 | $4.99 | Sep 1, 2017 | M | 7,500 | D | — | Sep 16, 2022 | Common Stock | 7,500 | 22,500 | D |
| Stock Appreciation RIghtsF8 | $5.20 | holding | — | — | — | — | Sep 16, 2023 | Common Stock | 40,972 | 40,972 | D |
Explanation of responses
- F1The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $34.75 to $34.90, inclusive. The Reporting Person undertakes to provide Health Insurance Innovations Inc. (the "Company"), any security holder of the Company, or the staff of the Securities & Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
- F10The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $32.00 to $32.15, inclusive. The Reporting Person undertakes to provide the Company, any security holder of the Company, or the staff of the Securities & Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
- F11The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $33.80 to $33.90, inclusive. The Reporting Person undertakes to provide the Company, any security holder of the Company, or the staff of the Securities & Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
- F12Shares retained by the issuer to satisfy the exercise price of stock appreciation rights exercised by the reporting person.
- F2Sale made pursuant to 10b5-1 plan executed on November 18, 2016.
- F3The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $27.85 to $28.70, inclusive. The Reporting Person undertakes to provide the Company, any security holder of the Company, or the staff of the Securities & Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
- F4The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $29.00 to $29.0990, inclusive. The Reporting Person undertakes to provide the Company, any security holder of the Company, or the staff of the Securities & Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
- F5The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $31.90 to $32.85, inclusive. The Reporting Person undertakes to provide the Company, any security holder of the Company, or the staff of the Securities & Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
- F6The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $33.65 to $33.80, inclusive. The Reporting Person undertakes to provide the Company, any security holder of the Company, or the staff of the Securities & Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
- F7These stock-settled stock appreciation rights were granted 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.
- F8These stock-settled stock appreciation rights were granted 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.
- F9The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $28.90 to $29.00, inclusive. The Reporting Person undertakes to provide the Company, any security holder of the Company, or the staff of the Securities & Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.