SEC Form 4 · accession 0001140361-17-043406
Health Insurance Innovations, Inc. · HIIQ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael W Kosloske
Officer — Chief of Product Innovation · Director · 10% Owner
Period of report
Nov 16, 2017
Accepted (ET)
Nov 20, 2017 · 5:35 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 Stock | holding | — | — | — | 100 | D | ||
| Class A Common StockF1 | holding | — | — | — | 7,203 | I | See Footnote | |
| Class A Common StockF2 | holding | — | — | — | 26,079 | I | See Footnote | |
| Class A Common StockF3 | holding | — | — | — | 3,841,667 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Appreciation RightsF4 | $23.80 | Nov 16, 2017 | A | 40,834 | A | — | Nov 16, 2024 | Common Stock | 40,834 | 40,834 | D |
| Stock Appreciation RightsF5 | $9.80 | holding | — | — | — | — | Nov 19, 2023 | Common Stock | 106,173 | 106,173 | D |
Explanation of responses
- F1By Lori Kosloske. Michael Kosloske and Lori Kosloske are husband and wife.
- F2By Michael W. Kosloske 2012 Descendants Trust Agreement dated December 7, 2012, Lori Kosloske as Directing Trustee.
- F3This number of shares consists of 3,802,451 shares of Class B Common Stock held of record by Health Plan Intermediaries, LLC ("HPI") and 39,216 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.
- F4These stock-settled stock appreciation rights were granted to the Reporting Person under the Issuer's Long-Term Incentive Plan and vest 25% on each of the first and second anniversaries of grant date and 50% on the third anniversary, subject to the terms of the Long-Term Incentive Plan and an award agreement under the Long-Term Incentive Plan.
- F5These stock-settled stock appreciation rights were granted to the Reporting Person under the Issuer's Long-Term Incentive Plan and vest 25% on each of the first and second anniversaries of grant date and 50% on the third anniversary, subject to the terms of the Long-Term Incentive Plan and an award agreement under the Long-Term Incentive Plan.