Sec Form 13D Filing - Kosloske Michael W filing for Benefytt Technologies Inc. (BFYT) - 2019-12-03

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.

 

 

The information required on 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 (“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

13D/A

Page 2 of 11 Pages

 

1	NAMES OF REPORTING PERSONS
	Michael W. Kosloske
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
	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			None
		8	SHARED VOTING POWER
			1,922,917
		9	SOLE DISPOSITIVE POWER
			None
		10	SHARED DISPOSITIVE POWER
			1,922,917
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,922,917
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)
	13.529%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

1	NAMES OF REPORTING PERSONS
	Health Plan Intermediaries, 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
	Florida
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			None
		8	SHARED VOTING POWER
			1,922,917
		9	SOLE DISPOSITIVE POWER
			None
		10	SHARED DISPOSITIVE POWER
			1,922,917
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,922,917
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)
	13.529%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

 

1	NAMES OF REPORTING PERSONS
	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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			None
		8	SHARED VOTING POWER
			1,922,917
		9	SOLE DISPOSITIVE POWER
			None
		10	SHARED DISPOSITIVE POWER
			1,922,917
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,922,917
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)
	13.529%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

 

CUSIP No:  42225K106

13D/A

Page 5 of 11 Pages

 

This Amendment No. 5 to Schedule 13D (this “Amendment”) is being filed by Michael W. Kosloske (“Kosloske”), Health Plan Intermediaries, LLC, a Florida limited liability company (“HPI”), and Health Plan Intermediaries Sub, LLC, a Delaware limited liability company (“HPIS,” together with HPI, the “HII Entities”) to amend the Schedule 13D filed on February 22, 2013 and amended on February 7, 2015, March 17, 2017, June 13, 2018 and July 3, 2019 (as amended, the “Schedule 13D”) relating to the Class A common stock of Health Insurance Innovations, Inc., a Delaware corporation (the “Issuer”).   This Amendment is being filed by reason of the sale pursuant to Rule 144 an aggregate of 309,550 shares of the Issuer’s Class A common stock by HPI, on November 29, 2019 (the “Sale Transaction”).  After the date of Amendment No. 4 to Schedule 13D and prior to the date of the Sale Transaction, and following the date of the Sale Transaction and prior to the filing of this Amendment, additional shares of the Issuer’s Class A common stock have been sold by HPI and HPIS.  Such sales are described in Item 5 hereof and are reflected in the ownership totals set forth in the Amendment.

 

The principal executive offices of the Issuer are located at 15438 N. Florida Avenue, Suite 201, Tampa, Florida 33613.

 

 

This Amendment is being filed by (i) the HII Entities by virtue of their direct ownership in the Issuer’s Class B common stock and their direct ownership in Health Plan Intermediaries Holdings, LLC’s (“HPIH”) membership interests, and (ii) Kosloske by virtue of his control of the HII Entities and his direct ownership in the Issuer’s Class A 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.  Kosloske, by virtue of his control of HPI and HPI’s control of HPIS, may be deemed to beneficially own all the shares of Class B common stock of the Issuer held of record by each of HPI and HPIS and all of the membership interests of HPIH held of record by each of HPI and HPIS.  The HII Entities and Kosloske are collectively referred to herein as the “Reporting Persons” and individually referred to as a “Reporting Person.”

 

HPI is a Florida limited liability company, and HPIS is a Delaware limited liability company. The HII Entities have no executive officers and do not conduct any operations other than in connection with their holdings of the Issuer’s Class B common stock and HPIH’s membership interests.  The address of the principal executive offices of the HII Entities is 15438 N. Florida Avenue, Suite 201, Tampa, Florida 33613.

 

Kosloske is a citizen of the United States and is a director of the Issuer, and he was an executive officer of the Issuer through June 7, 2018.  The principal business address of Kosloske is 16221 Villarreal de Avila, Tampa, Florida 33613.

 

During the last five years, none of the Reporting Persons has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of any judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding of any violation with respect to such laws.

 

 

At the time of the original filing of the Schedule 13D on February 22, 2013, HPI directly owned 8,580,000 shares of Class B common stock of the Issuer, and HPIS directly owned 86,667 shares of Class B common stock of the Issuer.  In addition, HPI directly owned 8,580,000 membership interests of HPIH, and HPIS directly owned 86,667 membership interests of HPIH.  These shares of Class B common stock and membership interests were received in a reclassification of the outstanding common stock of the Issuer and of the outstanding membership interests in HPIH effected immediately prior to the initial public offering of the Class A common stock of the Issuer in February 2013.

 

CUSIP No:  42225K106

13D/A

Page 6 of 11 Pages

Pursuant to an exchange agreement entered into in February 2013 (the “Exchange Agreement”), the HII Entities (and certain permitted transferees) may, from and after February 13, 2013 (subject to the terms of the Exchange Agreement), 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, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications.  As a holder exchanges its interests, the Issuer’s interest in HPIH is correspondingly increased.  The foregoing summary of the Exchange Agreement is qualified in its entirety by reference to the text of the Exchange Agreement incorporated herein as Exhibit 2 hereto.

 

As a result of the Exchange Agreement, the Reporting Persons were deemed to have acquired beneficial ownership of 8,666,667 shares of Class A common stock as of the date of the Exchange Agreement.

 

The following transactions have occurred with respect to such securities and/or with respect to the Reporting Persons since the date of the original filing of the Schedule 13D on February 22, 2013:

 

Under the Exchange Agreement, on or around March 8, 2013, HPI exchanged 100,000 shares of Class B common stock of the Issuer and 100,000 membership interests of HPIH for 100,000 shares of Class A common stock of the Issuer.  HPI then sold those 100,000 shares of Class A common stock of the Issuer.

 

On December 9, 2013, the Issuer granted Kosloske 155,000 shares of Class A common stock of the Issuer under the Issuer’s Long Term Incentive Plan.  Between December 9, 2013 and July 2, 2014, Kosloske sold or otherwise disposed of 154,900 of those shares of Class A common stock of the Issuer.  Following these sales and other dispositions, Kosloske individually owned 100 shares of Class A common stock of the Issuer.

 

Under the Exchange Agreement, on August 20, 2014, HPI exchanged 1,707,549 shares of Class B common stock of the Issuer and 1,707,549 membership interests of HPIH for 1,707,549 shares of Class A common stock of the Issuer.  On that same date, HPIS exchanged 17,451 shares of Class B common stock of the Issuer and 17,451 membership interests of HPIH for 17,451 shares of Class A common stock of the Issuer.  Following those exchanges, on August 20, 2014, HPI and HPIS sold such shares of Class A common stock of the Issuer in an underwritten public offering.  The public offering price of the shares was $12.15 per share, but with the $0.6075 per share underwriting discount, HPI and HPIS only received $11.5425 per share (before deducting offering expenses borne by the Reporting Persons).

 

On November 19, 2016, Kosloske was granted stock appreciation rights under the Issuer’s Long Term Incentive Plan with respect to 106,173 shares of Class A common stock at an exercise price of $9.80 per share, which stock appreciation rights were originally scheduled to vest 25% on each of the first and second anniversaries of the date of grant and 50% on the third anniversary.  The vesting of these stock appreciation rights was accelerated on June 7, 2018 in connection with the termination of Kosloske’s employment agreement with the Issuer.  Although Kosloske is reflected for purposes of this Amendment as beneficially owning a number of shares equal to the gross number of stock appreciation rights held by him, the stock appreciation rights will be settled by the payment of a number of shares of Class A common stock having a fair market value, as of the exercise date, equal to the difference between the exercise price and fair market value of the Class A common stock as of the exercise date multiplied by the number of stock appreciation rights being exercised.

 

Under the Exchange Agreement, on March 13, 2017, HPI exchanged 2,970,000 shares of Class B common stock of the Issuer and 2,970,000 membership interests of HPIH for 2,970,000 shares of Class A common stock of the Issuer.  On that same date, HPIS exchanged 30,000 shares of Class B common stock of the Issuer and 30,000 membership interests of HPIS for 30,000 shares of Class A common stock of the Issuer.  Following those exchanges, on March 13, 2017, HPI and HPIS sold such shares of Class A common stock of the Issuer in an underwritten public offering.  The public offering price of the shares was $14.00 per share, but with the $0.84 per share underwriting discount, HPI and HPIS only received $13.16 per share (before deducting offering expenses borne by the Reporting Persons).  For purposes hereof, this transaction is referred to as the “March 2017 Transaction.”

 

CUSIP No:  42225K106

13D/A

Page 7 of 11 Pages

On November 16, 2017, Kosloske was granted stock appreciation rights under the Issuer’s Long Term Incentive Plan with respect to 40,834 shares of Class A common stock at an exercise price of $23.80 per share, which stock appreciation rights were originally scheduled to vest 25% on each of the first and second anniversaries of the date of grant and 50% on the third anniversary.  The vesting of these stock appreciation rights was accelerated on June 7, 2018 in connection with the termination of Kosloske’s employment agreement with the Issuer.  Although Kosloske is reflected for purposes of this Amendment as beneficially owning a number of shares equal to the gross number of stock appreciation rights held by him, the stock appreciation rights will be settled by the payment of a number of shares of Class A common stock having a fair market value, as of the exercise date, equal to the difference between the exercise price and fair market value of the Class A common stock as of the exercise date multiplied by the number of stock appreciation rights being exercised.

 

Under the Exchange Agreement, on June 6, 2018, HPI exchanged 1,287,000 shares of Class B common stock of the Issuer and 1,287,000 membership interests of HPIH for 1,287,000 shares of Class A common stock of the Issuer.  On that same date, HPIS exchanged 13,000 shares of Class B common stock of the Issuer and 13,000 membership interests of HPIS for 13,000 shares of Class A common stock of the Issuer.  Following those exchanges, on June 7, 2018, HPI and HPIS initiated the Sale Transaction and sold such shares of Class A common stock of the Issuer in a transaction under Rule 144 for a price of $31.01 per share, with such settling on June 11, 2018.

 

On September 10, 2018, Kosloske disposed of, by gift, an aggregate of 26,079 shares of Class A common stock of the Issuer.  These shares were previously reported as being held by the Michael W. Kosloske 2012 Descendant’s Trust.

 

Under the Exchange Agreement, on March 22, 2019, HPI exchanged 123,750 shares of Class B common stock of the Issuer and 123,750 membership interests of HPIH for 123,750 shares of Class A common stock of the Issuer.  On that same date, HPIS exchanged 1,250 shares of Class B common stock of the Issuer and 1,250 membership interests of HPIS for 1,250 shares of Class A common stock of the Issuer.

 

On April 22, 2019, Kosloske exercised 106,173 shares of Class A common stock at an exercise price of $9.20 per share.  The exercise of such stock appreciation rights was settled by the payment of 41,871 shares of Class A common stock, representing a number of shares of Class A common stock having a fair market value, as of the exercise date, equal to the difference between the exercise price and fair market value of the Class A common stock as of the exercise date multiplied by the number of stock appreciation rights being exercised. Following settlement, Kosloske owned directly 64,302 shares of shares of Class A common stock.

 

On June 4, 2019, Kosloske exercised 40,834 shares of Class A common stock at an exercise price of $23.80 per share.  The exercise of such stock appreciation rights was settled by the payment of 33,816 shares of Class A common stock, representing a number of shares of Class A common stock having a fair market value, as of the exercise date, equal to the difference between the exercise price and fair market value of the Class A common stock as of the exercise date multiplied by the number of stock appreciation rights being exercised. Following settlement, Kosloske owned directly 71,320 shares of shares of Class A common stock.

 

From June 24, 2019 through July 1, 2019, Mr. Kosloske sold an aggregate of 71,000 shares of Class A common stock of the Issuer in a transaction under Rule 144 for prices ranging from $25.51 to $26.63 per share, and HPI sold an aggregate of 126,954 shares of Class A common stock of the Issuer in a transaction under Rule 144 for prices ranging from $25.00 to $27.05 per share.

 

CUSIP No:  42225K106

13D/A

Page 8 of 11 Pages

On July 3, 2019, under the Exchange Agreement, HPI exchanged 495,000 shares of Class B common stock of the Issuer and 495,000 membership interests of HPIH for 495,000 shares of Class A common stock of the Issuer.  On that same date, HPIS exchanged 5,000 shares of Class B common stock of the Issuer and 5,000 membership interests of HPIS for 5,000 shares of Class A common stock of the Issuer.

 

On July 3, 2019, HPI sold an aggregate of 28,802 shares of Class A common stock of the Issuer in a transaction under Rule 144 for prices ranging from $25.41 to $26.71 per share, with such sales settling on July 5, 2019.

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EXHIBIT	DOCUMENT
1	Joint Filing Agreement dated February 22, 2013 among the Reporting Persons.*
2	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).
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).

Date:  December 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