UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
| Health Insurance Innovations, Inc. |
| (Name of Issuer) |
| Class A Common Stock, $0.001 par value |
| (Title of Class of Securities) |
| 42225K106 |
| (CUSIP Number) |
December 31, 2019
|
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
þ Rule 13d-1(b)
o Rule 13d-1(c)
o Rule 13d-1(d)
* 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 the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (“Act”), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
|
CUSIP No. 42225K106
|
|
1. Names of Reporting Persons.
Atom Investors LP |
|
2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☑ (b) ☐
|
|
3. SEC Use Only
|
|
4. Citizenship or Place of Organization
Delaware
|
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. Sole Voting Power
826,809 (1)
|
|
6. Shared Voting Power
0
| |
|
7. Sole Dispositive Power
826,809 (1)
| |
|
8. Shared Dispositive Power
0
|
|
9. Aggregate Amount Beneficially Owned by Each Reporting Person
826,809 (1)
|
|
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
|
|
11. Percent of Class Represented by Amount in Row (9)
6.7%
|
|
12. Type of Reporting Person (See Instructions)
PN/IA
|
| (1) | Represents shares held by Atom Master Fund L.P., a Cayman Islands exempted limited partnership. See Item 2 for more information. |
| Item 1. |
| (a) | Name of Issuer |
Health Insurance Innovations, Inc.
| (b) | Address of Issuer’s Principal Executive Offices |
15438 N. Florida Avenue, Suite 201, Tampa, FL 33613.
| Item 2. |
| (a) | Name of Person Filing |
This Schedule 13G is filed by and on behalf of Atom Investors LP, a Delaware limited partnership (“Atom Investors”). Atom Master Fund L.P., a Cayman Islands exempted limited partnership (the “Master Fund”), is the record owner of the securities covered by this Schedule 13G (the “Securities”). As investment manager of the Master Fund, Atom Investors has the power to vote or to direct the vote of, and to dispose or direct the disposition of, the Securities. Atom Investors does not own any Securities directly and disclaims beneficial ownership of the Securities. Atom Investors declares that neither the filing of this Schedule 13G nor anything herein shall be construed as an admission that such person is, for the purposes of Sections 13(d) or 13(g) of the Act, the beneficial owner of the Securities.
| (b) | Address of Principal Business Office or, if none, Residence |
The address of the principal business office of Atom Investors is 3711 S. Mopac Expressway, Building One, Suite 100, Austin, TX 78746.
| (c) | Citizenship |
See Item 4 on the cover page(s) hereto.
| (d) | Title of Class of Securities |
Class A Common Stock, $0.001 par value
| (e) | CUSIP Number |
42225K106
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is: |
| (a) | o | A broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o); |
| (b) | o | A bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | o | An insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | o | An investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| (e) | þ |
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| (f) | o | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
| (g) | o | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
| (h) | o | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) | o | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | o | A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); |
| (k) | o | A group, in accordance with §240.13d-1(b)(1)(ii)(K). |
If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ___________.
| Item 4. | Ownership. |
| (a) | Amount beneficially owned: See Item 9 on the cover page(s) hereto. |
| (b) | Percent of class: See Item 11 on the cover page(s) hereto. |
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: See Item 5 on the cover page(s) hereto. |
| (ii) | Shared power to vote or to direct the vote: See Item 6 on the cover page(s) hereto. |
| (iii) | Sole power to dispose or to direct the disposition of: See Item 7 on the cover page(s) hereto. |
| (iv) | Shared power to dispose or to direct the disposition of: See Item 8 on the cover page(s) hereto. |
| Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
The information set forth in Item 2 is incorporated by reference into this Item 6.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not Applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not Applicable.
| Item 9. | Notice of Dissolution of Group. |
Not Applicable.
| Item 10. | Certifications. |
By signing below I certify that, to the best of my knowledge and belief, the Securities were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the Securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect other than activities solely in connection with a nomination under § 240.14-a-11.
SIGNATURE
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.
| Date: February 14, 2020 | ATOM INVESTORS LP | ||
| By: | /s/ John Cunningham | ||
| Name: | John Cunningham | ||
| Title: | Chief Operating Officer | ||