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

As a result of the Exchange Agreement, the Reporting Persons were deemed to have acquired beneficial ownership of 8,666,667 shares of Class A common stock as of the date of the Exchange Agreement.

The following transactions have occurred with respect to such securities and/or with respect to the Reporting Persons since the date of filing of the Original Schedule 13D:

Under the Exchange Agreement, on or around March 8, 2013, HPI exchanged 100,000 shares of Class B common stock of the Issuer and 100,000 membership interests of HPIH for 100,000 shares of Class A common stock of the Issuer.  HPI then sold those 100,000 shares of Class A common stock of the Issuer.

On December 9, 2013, the Issuer granted Kosloske 155,000 shares of Class A common stock of the Issuer under the Issuer’s Long Term Incentive Plan.  Between December 9, 2013 and July 2, 2014, Kosloske sold or otherwise disposed of 154,900 of those shares of Class A common stock of the Issuer.  As a result of these sales and other dispositions, Kosloske now individually owns 100 shares of Class A common stock of the Issuer.

Under the Exchange Agreement, on August 20, 2014, HPI exchanged 1,707,549 shares of Class B common stock of the Issuer and 1,707,549 membership interests of HPIH for 1,707,549 shares of Class A common stock of the Issuer.  On that same date, HPIS exchanged 17,451 shares of Class B common stock of the Issuer and 17,451 membership interests of HPIH  for 17,451 shares of Class A common stock of the Issuer.  Following those exchanges, on August 20, 2014, HPI and HPIS sold such shares of Class A common stock of the Issuer in an underwritten public offering.  The public offering price of the shares was $12.15 per share, but with the $0.6075 per share underwriting discount, HPI and HPIS only received $11.5425 per share (before deducting offering expenses borne by the Reporting Persons).

Under the Exchange Agreement, on March 13, 2017, HPI exchanged 2,970,000 shares of Class B common stock of the Issuer and 2,970,000 membership interests of HPIH for 2,970,000 shares of Class A common stock of the Issuer.  On that same date, HPIS exchanged 30,000 shares of Class B common stock of the Issuer and 30,000 membership interests of HPIS for 30,000 shares of Class A common stock of the Issuer.  Following those exchanges, on March 13, 2017, HPI and HPIS sold such shares of Class A common stock of the Issuer in an underwritten public offering.  The public offering price of the shares was $14.00 per share, but with the $0.84 per share underwriting discount, HPI and HPIS only received $13.16 per share (before deducting offering expenses borne by the Reporting Persons).  For purposes hereof, this transaction is referred to as the “March 2017 Transaction.”

Following the transactions described above, Kosloske directly owns 100 shares of Class A common stock of the Issuer, HPI directly owns 3,802,451 shares of Class B common stock of the Issuer, and HPIS directly owns 39,216 shares of Class B common stock of the Issuer.  In addition, HPI directly owns 3,802,451 membership interests of HPIH, and HPIS directly owns 39,216 membership interests of HPIH.

All of the Reporting Persons may be deemed to beneficially own all of the shares held by all of the other Reporting Persons, except for the 100 shares of Class A common stock of the Issuer held directly by Kosloske, which shares are not beneficially owned by HPI or HPIS.

The information set forth under Items 3 and 6 is hereby incorporated by reference.

All of the Issuer’s Class A common stock, the Issuer’s Class B common stock, and HPIH’s membership interests (and the beneficial ownership of the Class A common stock reported herein) were acquired for investment purposes.  The Reporting Persons intend to review on a continuing basis their investment in the Issuer.  Based on such review, the Reporting Persons may acquire, or cause to be disposed, such securities at any time or formulate other purposes, plans or proposals regarding the Issuer or any of its securities, to the extent deemed advisable in light of general investment and trading policies of the Reporting Persons, the Issuer’s business, financial condition and operating results, general market and industry conditions or other factors.