SEC Form 4 · accession 0001567619-19-000355
Health Insurance Innovations, Inc. · HIIQ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Gavin Southwell
Officer — President and CEO · Director
Period of report
Jan 2, 2019
Accepted (ET)
Jan 3, 2019 · 5:20 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 | Jan 2, 2019 | A | 250,000 | $0.00 | A | 641,958 | D | |
| Class A Common Stock | Jan 2, 2019 | F | 26,085 | $26.16 | D | 615,873 | 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 RightsF3 | $6.10 | holding | — | — | — | — | Apr 26, 2023 | Class A Common Stock | 20,000 | 20,000 | D |
| Stock Appreciation RightsF4 | $5.96 | holding | — | — | — | — | Sep 6, 2023 | Class A Common Stock | 33,333 | 33,333 | D |
| Stock Appreciation RightsF5 | $10.30 | holding | — | — | — | — | Nov 15, 2023 | Class A Common Stock | 100,000 | 100,000 | D |
Explanation of responses
- F1These restricted shares were granted under the Issuer's Long-Term Incentive Plan, as amended ("Plan"), and are scheduled to vest as to 20% of the granted shares on the date of the filing of the Issuer's Annual Report on Form 10-K for each of the fiscal years ended December 31, 2019 through December 31, 2023, subject to the Issuer achieving certain Adjusted EBITDA targets for each of those years as specified in the applicable grant agreement.
- F2Represents withholding of shares by Issuer to satisfy tax liability of Reporting Person incident to vesting of restricted stock.
- F3These stock-settled stock appreciation rights were granted under the Plan and vest 50% on the first anniversary of grant date and 50% on the second anniversary of grant date, subject to the terms of the Plan and an award agreement under the Plan.
- F4These stock-settled stock appreciation rights were granted under the Plan and vest 25% on the first anniversary of grant date, 25% on the second anniversary of grant date, and 50% on the third anniversary of grant date, subject to the terms of the Plan and an award agreement under the Plan.
- F5These stock-settled stock appreciation rights were granted under the Plan and vest 25% on each of the first four anniversaries of the date of grant, subject to the terms of the Plan and an award agreement under the Plan.