13D Filing: Kosloske Michael W and Health Insurance Innovations Inc. (NASDAQ:HIIQ)

This Amendment No. 2 to Schedule 13D (this “Amendment”) is being filed by Michael W. Kosloske (“Kosloske”), Health Plan Intermediaries, LLC, a Florida limited liability company (“HPI”), and Health Plan Intermediaries Sub, LLC, a Delaware limited liability company (“HPIS,” together with HPI, the “HII Entities”) to amend the Schedule 13D (the “Original Schedule 13D”) which was originally filed on February 22, 2013 relating to the Class A common stock of Health Insurance Innovations, Inc., a Delaware corporation (the “Issuer”), as previously amended by Amendment No. 1 thereto on February 7, 2015.

The principal executive offices of the Issuer are located at 15438 N. Florida Avenue, Suite 201, Tampa, Florida 33613.

This Amendment is being filed by (i) the HII Entities by virtue of their direct ownership in the Issuer’s Class B common stock and their direct ownership in Health Plan Intermediaries Holdings, LLC’s (“HPIH”) membership interests, and (ii) Kosloske by virtue of his control of the HII Entities and his direct ownership in the Issuer’s Class A common stock.  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.  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 of the Issuer held of record by each of HPI and HPIS and all of the membership interests of HPIH held of record by each of HPI and HPIS.  The HII Entities and Kosloske are collectively referred to herein as the “Reporting Persons” and individually referred to as a “Reporting Person.”

HPI is a Florida limited liability company, and HPIS is a Delaware limited liability company. The HII Entities have no executive officers and do not conduct any operations other than in connection with their holdings of the Issuer’s Class B common stock and HPIH’s membership interests.  The address of the principal executive offices of the HII Entities is 15438 N. Florida Avenue, Suite 201, Tampa, Florida 33613.

Kosloske is a citizen of the United States and is the founder, Chief of Product Innovation, and a director of the Issuer.  The principal business address of Kosloske is c/o Health Insurance Innovations, Inc., 15438 N. Florida Avenue, Suite 201, Tampa, Florida 33613.

During the last five years, none of the Reporting Persons has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of any judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding of any violation with respect to such laws.

At the time of the filing of the Original Schedule 13D, HPI directly owned 8,580,000 shares of Class B common stock of the Issuer, and HPIS directly owned 86,667 shares of Class B common stock of the Issuer.  In addition, HPI directly owned 8,580,000 membership interests of HPIH, and HPIS directly owned 86,667 membership interests of HPIH.  These shares of Class B common stock and membership interests were received in a reclassification of the outstanding common stock of the Issuer and of the outstanding membership interests in HPIH effected immediately prior to the initial public offering of the Class A common stock of the Issuer in February 2013.

Pursuant to an exchange agreement entered into in February 2013 (the “Exchange Agreement”), the HII Entities (and certain permitted transferees) may, from and after February 13, 2013 (subject to the terms of the Exchange Agreement), exchange each share of Class B common stock, together with a membership interest of HPIH, for one share of Class A common stock of the Issuer on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications.  As a holder exchanges its interests, the Issuer’s interest in HPIH is correspondingly increased.  The foregoing summary of the Exchange Agreement is qualified in its entirety by reference to the text of the Exchange Agreement incorporated herein as Exhibit 2 hereto.