SEC Form 4 · accession 0001140361-18-029017
Health Insurance Innovations, Inc. · HIIQ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John Fichthorn
Director
Period of report
Jun 15, 2018
Accepted (ET)
Jun 18, 2018 · 5:36 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 |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | Jun 15, 2018 | S | 18,414 | $34.9755 | D | 192,586 | I | Held by Dialectic Antithesis Partners, LP |
| Common StockF1,F4,F3 | Jun 18, 2018 | S | 67,163 | $34.4032 | D | 125,423 | I | Held by Dialectic Antithesis Partners, LP |
| Common StockF1,F5,F3 | Jun 19, 2018 | S | 27,223 | $33.9472 | D | 98,200 | I | Held by Dialectic Antithesis Partners, LP |
| Common StockF1,F6,F3 | Jun 19, 2018 | P | 11,162 | $33.9472 | A | 109,362 | I | Held by Dialectic Antithesis Partners, LP |
| Common Stock | holding | — | — | — | 7,608 | D | ||
| Common StockF3 | holding | — | — | — | 82,258 | I | Held by BRC Partners Opportunity Fund, LP |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents transactions to rebalance the assets in a fund for which the Reporting Person is a portfolio manager. Reporting Person disclaims beneficial ownership of the Issuer's securities held by the fund except to the extent of a small pecuniary interest held by the Reporting Person in the fund.
- F2The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $34.725 to $35.1551, 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.
- F3BR Dialectic Capital Management, LLC is the investment manager of Dialectic Antithesis Partners, LP and, as such, shares voting and dispositive power over the securities held by Dialectic Antithesis Partners, LP. B. Riley Capital Management, LLC is the investment manager of BRC Partners Opportunity Fund, LP (the "BRC Opportunity Fund") and, as such, shares voting and dispositive power over the securities held by the BRC Opportunity Fund. The Reporting Person is a portfolio manager for BR Dialectic Capital Management, LLC and B. Riley Capital Management, LLC and therefore shares voting and dispositive power over the securities, but the Reporting Person disclaims beneficial ownership of any of Issuer's securities in which he does not have a pecuniary interest or that he does not directly own. BR Dialectic Capital Management, LLC and B. Riley Capital Management, LLC are wholly owned subsidiaries of B. Riley Financial, Inc., a publicly traded Delaware corporation (NasdaqCM: RILY).
- F4The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $34.1227 to $34.6669, 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 $33.778 to $34.2241, 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 purchased in multiple transactions at prices ranging from $33.8233 to $34.2261, 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 purchased at each separate price within the range set forth herein.