4//SEC Filing
Kosloske Michael W 4
Accession 0001140361-19-012413
CIK 0001561387other
Filed
Jul 2, 8:00 PM ET
Accepted
Jul 3, 1:38 PM ET
Size
20.2 KB
Accession
0001140361-19-012413
Insider Transaction Report
Form 4
Kosloske Michael W
DirectorChief Executive Officer10% Owner
Transactions
- Other
Class B Common Stock
2019-07-03−500,000→ 1,916,667 total(indirect: See Footnote) - Other
Membership Int in Health Plan Intermediaries Holdings, LLC
2019-07-03−500,000→ 1,916,667 total(indirect: See footnote)Exercise: $0.00→ Class A Common Stock (500,000 underlying) - Other
Class A Common Stock
2019-07-03+500,000→ 498,046 total(indirect: See Footnote) - Sale
Class A Common Stock
2019-07-01$26.17/sh−37,650$985,474→ 14,760 total(indirect: See Footnote) - Sale
Class A Common Stock
2019-07-01$26.72/sh−13,510$360,978→ 1,250 total(indirect: See Footnote)
Holdings
- 320
Class A Common Stock
- 5,643(indirect: See Footnote)
Class A Common Stock
Transactions
- Sale
Class A Common Stock
2019-07-01$26.72/sh−13,510$360,978→ 1,250 total(indirect: See Footnote) - Other
Membership Int in Health Plan Intermediaries Holdings, LLC
2019-07-03−500,000→ 1,916,667 total(indirect: See footnote)Exercise: $0.00→ Class A Common Stock (500,000 underlying) - Sale
Class A Common Stock
2019-07-01$26.17/sh−37,650$985,474→ 14,760 total(indirect: See Footnote) - Other
Class B Common Stock
2019-07-03−500,000→ 1,916,667 total(indirect: See Footnote) - Other
Class A Common Stock
2019-07-03+500,000→ 498,046 total(indirect: See Footnote)
Holdings
- 5,643(indirect: See Footnote)
Class A Common Stock
- 320
Class A Common Stock
Transactions
- Sale
Class A Common Stock
2019-07-01$26.72/sh−13,510$360,978→ 1,250 total(indirect: See Footnote) - Other
Class B Common Stock
2019-07-03−500,000→ 1,916,667 total(indirect: See Footnote) - Sale
Class A Common Stock
2019-07-01$26.17/sh−37,650$985,474→ 14,760 total(indirect: See Footnote) - Other
Class A Common Stock
2019-07-03+500,000→ 498,046 total(indirect: See Footnote) - Other
Membership Int in Health Plan Intermediaries Holdings, LLC
2019-07-03−500,000→ 1,916,667 total(indirect: See footnote)Exercise: $0.00→ Class A Common Stock (500,000 underlying)
Holdings
- 320
Class A Common Stock
- 5,643(indirect: See Footnote)
Class A Common Stock
Footnotes (10)
- [F1]Represents the weighted average of a range of sale prices from $25.51 to $26.50. The reporting person undertakes to provide to the Staff of the Securities and Exchange Commission, the Company or any stockholder of the Company, upon request, full information regarding the number of shares sold at each separate price.
- [F10]This number consists of 1,896,701 Class B Membership Interests in HPIH held of record by HPI and 19,966 interests held by HPIS.
- [F2]Reflects the anticipated exchange of 3,204 shares of Class B Common Stock held of record by HPI (as defined in note 3) for an equal number of shares of Class A Common Stock. Each share of Class B Common Stock held by the reporting persons, together with one Series B Membership Interest held by the reporting persons in Health Plan Intermediaries Holdings, LLC ("HPIH"), are together exchangeable, at any time, at the reporting persons' election, for one share of Class A Common Stock. This exchange right has no expiration date.
- [F3]This number of shares consists of shares of Class A Common Stock held of record by Health Plan Intermediaries, LLC ("HPI") and Health Plan Intermediaries Sub, LLC ("HPIS"). HPIS owns 1,250 of such shares and the remainder are held by HPI. 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 A Common Stock held of record by each of HPI and HPIS.
- [F4]Represents the weighted average of a range of sale prices from $26.51 to $27.05. The reporting person undertakes to provide to the Staff of the Securities and Exchange Commission, the Company or any stockholder of the Company, upon request, full information regarding the number of shares sold at each separate price.
- [F5]Each share of Class B Common Stock held by the reporting persons, together with one Series B Membership Interest held by the reporting persons in Health Plan Intermediaries Holdings, LLC ("HPIH"), are together exchangeable, at any time, at the reporting persons' election, for one share of Class A Common Stock. This exchange right has no expiration date.
- [F6]Reflects the exchange of shares of Class B Common Stock, together with an equal number of Series B Membership Interests of HPIH, into shares of Class A Common Stock pursuant to the Exchange Agreement, dated February 13, 2013, between the reporting persons and issuer.
- [F7]This number of shares consists of 1,896,701 shares of Class B Common Stock held of record by HPI and 19,966 shares of Class B Common Stock held by 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.
- [F8]This number of shares consists of shares of Class A Common Stock held of record by HPI and HPIS. HPIS owns 6,250 of such shares and the remainder are held by HPI. 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 A Common Stock held of record by each of HPI and HPIS.
- [F9]By Lori Kosloske. Michael Kosloske and Lori Kosloske are husband and wife.
Documents
Issuer
Health Insurance Innovations, Inc.
CIK 0001561387
Entity typeother
Related Parties
1- filerCIK 0001569146
Filing Metadata
- Form type
- 4
- Filed
- Jul 2, 8:00 PM ET
- Accepted
- Jul 3, 1:38 PM ET
- Size
- 20.2 KB