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

Except as otherwise described in this Amendment, none of the Reporting Persons currently has any plans or proposals that would result in or relate to any of the transactions or changes listed in Items 4(a) through 4(j) of Schedule 13D.  However, as part of their ongoing evaluation of this investment and investment alternatives, the Reporting Persons may consider such matters and, subject to applicable law, may formulate a plan with respect to such matters, and, from time to time, may hold discussions with or make formal proposals to management or the board of directors of the Issuer, other stockholders of the Issuer or other third parties regarding such matters.

The ownership percentages set forth below are based on 15,756,384 shares of the Issuer’s Class A common stock outstanding as of March 1, 2017 assuming that all of Issuer’s Class B common stock was converted to Class A Common Stock and after giving effect to the March 2017 Transaction:

(a)

Kosloske directly owns 100 shares of Class A common stock of the Issuer.  These shares represent less than 1% of the total number of shares of Class A common stock outstanding.

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. As noted above, pursuant to the Exchange Agreement, the HII Entities (and certain permitted transferees) may 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.  The Class B common stock of HPI and HPIS represent 24.13% and 0.25%, respectively, of the total number of shares of Class A common stock outstanding (assuming the conversion of the Class B 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.

The Reporting Persons may be deemed to have formed a “group” within the meaning of Section 13(d) under the Exchange Act, and the group may be deemed, collectively, to beneficially own (i) all the shares of the Issuer’s Class B common stock and HPIH’s membership interests held of record by each of HPI and HPIS, and (ii) all of the shares of Class A common stock held of record  by Kosloske.  To the best of the Reporting Persons’ knowledge, as of the date hereof, the group may be deemed to beneficially own an aggregate of 3,841,767 shares of Class A common stock (based upon the group’s aggregate holdings of 3,841,767 shares of the Issuer’s Class B common stock, 3,841,767 of HPIH’s membership interests, and 100 shares of the Issuer’s Class A common stock), or 24.38% of the Issuer’s outstanding shares of Class A common stock.

(b)

Kosloske has the sole power to vote and dispose of the 100 shares of Class A common stock that he directly owns.

The Reporting Persons have and will have the sole power to vote and dispose of the shares of the Class A common stock that they beneficially own, by virtue of the relationships described above, except for the 100 shares of Class A common stock held of record by Kosloske.

(c)

Other than as described above, to the best knowledge of the Reporting Persons, none of the Reporting Persons has effected a transaction in membership interests in HPIH or shares of Class A common stock or Class B common stock during the past 60 days.

(d)

Other than the Reporting Persons, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Reporting Persons’ securities.

(e)

Not applicable.