UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
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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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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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February 14, 2020
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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 12 Pages
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1
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NAMES OF REPORTING PERSONS
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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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None
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8
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SHARED VOTING POWER
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1,333,955
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9
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SOLE DISPOSITIVE POWER
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None
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10
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SHARED DISPOSITIVE POWER
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1,333,955
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,333,955
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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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9.385%
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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 12 Pages
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1
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NAMES OF REPORTING PERSONS
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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
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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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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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1,333,955
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||||
9
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SOLE DISPOSITIVE POWER
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None
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||||
10
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SHARED DISPOSITIVE POWER
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1,333,955
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|||
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||||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,333,955
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|||
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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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||||
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||||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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9.385%
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||||
14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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CUSIP No: 42225K106
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13D/A
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Page 4 of 12 Pages
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1
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NAMES OF REPORTING PERSONS
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Health Plan Intermediaries Sub, LLC
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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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|||
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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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||||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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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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1,333,955
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||||
9
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SOLE DISPOSITIVE POWER
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None
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||||
10
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SHARED DISPOSITIVE POWER
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1,333,955
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|||
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||||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,333,955
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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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|
||||
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|
||||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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9.385%
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|||
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||||
14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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||
OO
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|||
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CUSIP No: 42225K106
|
13D/A
|
Page 5 of 12 Pages
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CUSIP No: 42225K106
|
13D/A
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Page 6 of 12 Pages
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CUSIP No: 42225K106
|
13D/A
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Page 7 of 12 Pages
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CUSIP No: 42225K106
|
13D/A
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Page 8 of 12 Pages
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CUSIP No: 42225K106
|
13D/A
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Page 9 of 12 Pages
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(a) |
HPI directly owns directly owns 308,288 shares of Class A common stock of the Issuer and 1,005,701 shares of Class B common stock of the Issuer, and HPIS directly owns 9,000 shares of Class A common stock of the Issuer and 10,966
shares of Class B common stock of the Issuer. In addition, HPI directly owns 1,005,701 membership interests of HPIH, and HPIS directly owns 10,966 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 A common
stock and Class B common stock owned by each of HPI and HPIS represents 9.245% and 0.140%, 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.
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CUSIP No: 42225K106
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13D/A
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Page 10 of 12 Pages
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(b) |
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.
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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
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13D/A
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Page 11 of 12 Pages
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EXHIBIT
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DOCUMENT
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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
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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).
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CUSIP No: 42225K106
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13D/A
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Page 12 of 12 Pages
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Date: February 19, 2020
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MICHAEL W. KOSLOSKE
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By:
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/s/ Michael W. Kosloske
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Name:
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Michael W. Kosloske
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HEALTH PLAN INTERMEDIARIES, LLC
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||
By:
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/s/ Michael W. Kosloske
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Name:
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Michael W. Kosloske
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Title:
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Authorized Signatory
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HEALTH PLAN INTERMEDIARIES SUB, LLC
|
||
By:
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/s/ Michael W. Kosloske
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Name:
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Michael W. Kosloske
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Title:
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Authorized Signatory
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