Filing Details

 

InsPro Technologies Corporation

(Name of Issuer)

Common Stock, $.001 par value per share

(Title of Class of Securities)

45778T 101

(CUSIP Number)

Gregory E. Deavens Chief Financial Officer Independence Health Group, Inc. 1901 Market Street Philadelphia, PA 19103 (215) 241-2900

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 20, 2017

(Date of Event which Requires Filing of this Statement)

 

 

Explanatory Note:

This Amendment No. 6 to Schedule 13D is being filed by the Reporting Persons (as defined below) in connection with a  decrease in beneficially owned  shares of Common Stock (the "Shares") of InsPro Technologies Corporation (the "Issuer") resulting from the expiration of warrants of the Issuer. This Amendment No. 6 refers only to information that has materially changed since the filing by the Reporting Persons of Amendment No. 5 to Schedule 13D, and updates information regarding the Reporting Persons' directors, managers and executive officers.

Item 2. Identity and Background.

This Schedule 13D is being filed on behalf of each of the following persons (collectively, the "Reporting Persons"):

(i)

Independence Health Group, Inc. ("IHG").

(ii)

AmeriHealth, Inc. ("AmeriHealth"), a wholly-owned subsidiary of IHG.

(iii)

Independence Blue Cross, LLC ("IBC LLC"), a wholly-owned subsidiary of AmeriHealth.

Item 2 of this Schedule 13D is hereby supplemented with the information set forth on Attachment A.

Item 4. Purpose of Transaction.

Item 4 of this Schedule 13D is hereby supplemented as follows:

Two previously-reported Warrants of the Issuer held by IBC LLC, originally issued on September 12, 2013 (for the purchase of 5,000,000 Shares) and on October 6, 2015 (for the purchase of 3,333,330 Shares), both expired in accordance with their terms on November 20, 2017. IBC LLC and, through their ownership relationship with IBC LLC, AmeriHealth and IHG, accordingly experienced a decrease of 8,333,330 in Shares beneficially owned.

Item 5. Interest in Securities of the Issuer.

Item 5 of this Schedule 13D is hereby amended and restated as follows:

(a)  IBC LLC owns (i) 2,500,000 shares of Series B Convertible Preferred Stock of the Issuer, which are convertible into 50,000,000 shares of Common Stock, and (ii)  a Warrant to purchase 30,000 shares of Series B Convertible Preferred Stock. IBC LLC and, through their ownership relationship with IBC LLC, AmeriHealth and IHG, may each be deemed to beneficially own 50,600,000 shares of Common Stock of the Issuer (or approximately 54.9% of the shares of Common Stock outstanding and deemed outstanding for purposes of this filing).

The beneficial ownership percentage provided herein is based on shares of the Issuer's Common Stock outstanding on November 14, 2017, as set forth in the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2017. The foregoing also reflects the expiration of Warrants as explained in Item 4 of this Schedule 13D, which is incorporated herein by reference.

(b)  See rows (7) through (10) of the cover pages for IBC LLC, AmeriHealth and IHG at the beginning of this Schedule 13D, which are incorporated herein by reference.

(c)  Except as described in Item 4 above, no Reporting Person nor, to the knowledge of the Reporting Persons, any executive officer, or Director or Manager (as applicable) of the Reporting Persons, effected any transaction in the Issuer's securities during the past 60 days.

(d)  Not applicable.

(e)  Not applicable.

 

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

 

The last sentence of Item 6 is amended and restated as follows:

 

Alan Krigstein has retired from service as an officer of the Reporting Persons but remains an employee of IBC LLC. He remains a member of the Issuer's Board of Directors at the request of IBC LLC.

 

SIGNATURES   After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
	INDEPENDENCE BLUE CROSS, LLC
	AMERIHEALTH, INC.
	INDEPENDENCE HEALTH GROUP, INC.
	/s/ Gregory E. Deavens
	Gregory E. Deavens
	Executive Vice President, Chief Financial Officer, and Treasurer
	November 30, 2017

Attachment A

Board of Directors of IHG

The following is a list of the members of the Board of Directors of Independence Health Group, Inc. ("IHG"), setting forth their residence or business address, present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such employment is conducted (the headquarters address of IBC LLC is listed for certain retired directors). All directors listed are citizens of the United States.

 

 

 

 

 

Name

Position with IHG

Present Principal Occupation

Address/ Type of Business

 

 

 

Board of Directors of AmeriHealth and Board of Managers of IBC LLC

The individuals listed below are the members of both the Board of Directors of AmeriHealth, Inc. ("AmeriHealth") and the Board of Managers of Independence Blue Cross, LLC ("IBC LLC"). All are executive officers of IBC LLC, and their employment as such constitutes their principal occupation. Each named individual has a business address at 1901 Market Street, Philadelphia, PA  19103, and all are citizens of the United States.

Daniel J. Hilferty

Yvette D. Bright

Gregory E. Deavens

Paul A. Tufano, Esq.

Executive Officers of IHG, AmeriHealth and IBC LLC

The executive officers of IHG, AmeriHealth and IBC LLC are listed below. Each has a business address at 1901 Market Street, Philadelphia, PA  19103.  Positions shown are the present principal occupation of each named individual, and all are citizens of the United States.