Edgar Filing: Hershberger Michael D

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Hershberger Michael D

2. Issuer Name and Ticker or Trading Symbol
Health Insurance Innovations, Inc. [HIIQ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
CFO, Secretary and Treasurer

(Last)

(First)

(Middle)

C/O HEALTH INSURANCE INNOVATIONS, INC., 15438 NORTH FLORIDA AVE., SUITE 201

3. Date of Earliest Transaction (Month/Day/Year)
08/31/2017

(Street)

TAMPA, FL 33613

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	08/31/2017		S		2,500	D	$ 34.8066 ⁽¹⁾	94,569	D
Class A Common Stock	09/01/2017		S⁽²⁾		400	D	$ 28.3625 ⁽³⁾	94,169	D
Class A Common Stock	09/01/2017		S⁽²⁾		3,300	D	$ 29.099 ⁽⁴⁾	90,869	D
Class A Common Stock	09/01/2017		S⁽²⁾		100	D	$ 30.45	90,769	D
Class A Common Stock	09/01/2017		S⁽²⁾		800	D	$ 32.0875 ⁽⁵⁾	89,969	D
Class A Common Stock	09/01/2017		S⁽²⁾		400	D	$ 33.7375 ⁽⁶⁾	89,569	D
Class A Common Stock	09/01/2017		M		15,000	A	$ 10.45	104,569	D
Class A Common Stock	09/01/2017		D⁽¹²⁾		4,659 ⁽¹²⁾	D	$ 28.965 ⁽⁹⁾	99,910	D
Class A Common Stock	09/01/2017		S		3,597	D	$ 28.965 ⁽⁹⁾	96,313	D
Class A Common Stock	09/01/2017		M		15,000	A	$ 4.95	111,313	D
Class A Common Stock	09/01/2017		D⁽¹²⁾		2,207 ⁽¹²⁾	D	$ 32.0163 ⁽¹⁰⁾	109,106	D
Class A Common Stock	09/01/2017		S		4,450	D	$ 32.0163 ⁽¹⁰⁾	104,656	D
Class A Common Stock	09/01/2017		M		7,500	A	$ 4.99	112,156	D
Class A Common Stock	09/01/2017		D⁽¹²⁾		1,113 ⁽¹²⁾	D	$ 33.8103 ⁽¹¹⁾	111,043	D
Class A Common Stock	09/01/2017		S		2,222	D	$ 33.8103 ⁽¹¹⁾	108,821	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Appreciation Rights

$ 10.45

09/01/2017

15,000

⁽⁷⁾

05/21/2021

Common Stock

15,000

$ 0

10,000

Stock Appreciation Rights

$ 4.95

09/01/2017

15,000

⁽⁸⁾

07/01/2022

Common Stock

15,000

$ 0

15,000

Stock Appreciation Rights

$ 4.99

09/01/2017

7,500

⁽⁸⁾

09/16/2022

Common Stock

7,500

$ 0

22,500

Stock Appreciation RIghts

$ 5.2

⁽⁸⁾

09/16/2023

Common Stock

40,972

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Hershberger Michael D C/O HEALTH INSURANCE INNOVATIONS, INC. 15438 NORTH FLORIDA AVE., SUITE 201 TAMPA, FL 33613			CFO, Secretary and Treasurer

Signatures

/s/ Michael D. Hershberger		09/05/2017
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $34.75 to $34.90, inclusive. The Reporting Person undertakes to provide Health Insurance Innovations Inc. (the "Company"), any security holder of the Company, or the staff of the Securities & Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
(2)	Sale made pursuant to 10b5-1 plan executed on November 18, 2016.
(3)	The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $27.85 to $28.70, inclusive. The Reporting Person undertakes to provide the Company, any security holder of the Company, or the staff of the Securities & Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
(4)	The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $29.00 to $29.0990, inclusive. The Reporting Person undertakes to provide the Company, any security holder of the Company, or the staff of the Securities & Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
(5)	The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $31.90 to $32.85, inclusive. The Reporting Person undertakes to provide the Company, any security holder of the Company, or the staff of the Securities & Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
(6)	The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $33.65 to $33.80, inclusive. The Reporting Person undertakes to provide the Company, any security holder of the Company, or the staff of the Securities & Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
(7)	These stock-settled stock appreciation rights were granted under the Long Term Incentive Plan of Health Insurance Innovations, Inc. (the "Plan") and vest 20% on the first three anniversaries of grant date and 40% on the fourth anniversary, subject to the terms of the Plan and an award agreement under the Plan.
(8)	These stock-settled stock appreciation rights were granted under the Plan and vest 25% on the first and second anniversaries of grant date and 50% on the third anniversary, subject to the terms of the Plan and an award agreement under the Plan.
(9)	The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $28.90 to $29.00, inclusive. The Reporting Person undertakes to provide the Company, any security holder of the Company, or the staff of the Securities & Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
(10)	The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $32.00 to $32.15, inclusive. The Reporting Person undertakes to provide the Company, any security holder of the Company, or the staff of the Securities & Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
(11)	The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $33.80 to $33.90, inclusive. The Reporting Person undertakes to provide the Company, any security holder of the Company, or the staff of the Securities & Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
(12)	Shares retained by the issuer to satisfy the exercise price of stock appreciation rights exercised by the reporting person.

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