Health Insurance Innovations, Inc.
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(Name of Issuer)
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Class A Common Stock, par value $0.001 per share
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(Title of Class of Securities)
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42225K106
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(CUSIP Number)
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Michael W. Kosloske
16221 Villarreal de Avila
Tampa, Florida 33613
(813) 431-4724
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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June 25, 2019
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(Date of Event Which Requires Filing of this Statement)
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* |
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
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CUSIP No: 42225K106
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13D/A
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Page 2 of 11 Pages
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Michael W. Kosloske
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☒
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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320
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8
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SHARED VOTING POWER
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2,414,713
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9
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SOLE DISPOSITIVE POWER
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320
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10
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SHARED DISPOSITIVE POWER
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2,414,713
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,415,033
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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17.338%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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CUSIP No: 42225K106
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13D/A
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Page 3 of 11 Pages
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Health Plan Intermediaries, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☒
|
||
(b)
|
☐
|
||||
|
|
||||
3
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SEC USE ONLY
|
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||
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||||
4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
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|||
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||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
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||||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Florida
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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None
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||||
8
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SHARED VOTING POWER
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|
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2,414,713
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|
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|||
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||||
9
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SOLE DISPOSITIVE POWER
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None
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|
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|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
2,414,713
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
2,414,713
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
17.335%
|
|
|
|||
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|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
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|||
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|
CUSIP No: 42225K106
|
13D/A
|
Page 4 of 11 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
Health Plan Intermediaries Sub, LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☒
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
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|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
None
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
2,414,713
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
None
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
2,414,713
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
2,414,713
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
17.335%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
CUSIP No: 42225K106
|
13D/A
|
Page 5 of 11 Pages
|
CUSIP No: 42225K106
|
13D/A
|
Page 6 of 11 Pages
|
CUSIP No: 42225K106
|
13D/A
|
Page 7 of 11 Pages
|
CUSIP No: 42225K106
|
13D/A
|
Page 8 of 11 Pages
|
CUSIP No: 42225K106
|
13D/A
|
Page 9 of 11 Pages
|
(a) |
Kosloske directly owns 320 shares of Class A common stock of the Issuer, representing less than 1.0% of the total number of shares of Class A common stock outstanding assuming that all of Issuer’s Class B common stock was converted
to Class A common stock.
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(b) |
Kosloske has the sole power to vote and dispose of the 320 shares of Class A common stock that he directly owns.
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(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.
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(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.
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(e) |
Not applicable.
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CUSIP No: 42225K106
|
13D/A
|
Page 10 of 11 Pages
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EXHIBIT
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DOCUMENT
|
1
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Joint Filing Agreement dated February 22, 2013 among the Reporting Persons.*
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2
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Exchange Agreement dated as of February 13, 2013 (incorporated by reference to Exhibit 10.3 to Current Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission on February 13, 2013).
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3
|
Registration Rights Agreement dated as of February 13, 2013 (incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission on February
13, 2013).
|
CUSIP No: 42225K106
|
13D/A
|
Page 11 of 11 Pages
|
Date: July 3, 2019
|
MICHAEL W. KOSLOSKE
|
|||
By:
|
/s/ Michael W. Kosloske
|
|||
Name:
|
Michael W. Kosloske
|
|||
HEALTH PLAN INTERMEDIARIES, LLC
|
||||
By:
|
/s/ Michael W. Kosloske
|
|||
Name:
|
Michael W. Kosloske
|
|||
Title:
|
Authorized Signatory
|
|||
HEALTH PLAN INTERMEDIARIES SUB, LLC
|
||||
By:
|
/s/ Michael W. Kosloske
|
|||
Name:
|
Michael W. Kosloske
|
|||
Title:
|
Authorized Signatory
|