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
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
Wang Sheldon
  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)
Chief Technology Officer
(Last)
(First)
(Middle)
C/O HEALTH INSURANCE INNOVATIONS, INC., 15438 N. FLORIDA AVE., SUITE 201
3. Date of Earliest Transaction (Month/Day/Year)
05/11/2017
(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)
Code V Amount (A) or (D) Price
Class A Common Stock 05/11/2017   M   5,000 A $ 4.95 226,251 D  
Class A Common Stock 05/11/2017   D(1)   1,199 (1) D $ 20.65 225,052 D  
Class A Common Stock 05/11/2017   S   3,801 D $ 20.65 221,251 D  
Class A Common Stock 05/12/2017   M   6,000 A $ 6.77 227,251 D  
Class A Common Stock 05/12/2017   D(1)   1,944 (1) D $ 21.2169 225,307 D  
Class A Common Stock 05/12/2017   S   4,056 D $ 21.3688 (2) 221,251 D  
Class A Common Stock 05/12/2017   M   6,663 A $ 6.77 227,914 D  
Class A Common Stock 05/12/2017   D(1)   2,103 (1) D $ 21.45 225,811 D  
Class A Common Stock 05/12/2017   S   4,560 D $ 21.45 221,251 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Appreciation Rights $ 6.77 05/12/2017   M     6,000   (3) 05/25/2021 Class A Common Stock 6,000 $ 0 69,663 D  
Stock Appreciation Rights $ 6.77 05/12/2017   M     6,663   (3) 05/25/2021 Class A Common Stock 6,663 $ 0 63,000 D  
Stock Appreciation Rights $ 6.77               (4) 05/25/2021 Class A Common Stock 42,000   42,000 D  
Stock Appreciation Rights $ 12.13               (5) 07/14/2021 Class A Common Stock 6,000   6,000 D  
Stock Appreciation Rights $ 4.95 05/11/2017   M     5,000   (6) 07/01/2022 Class A Common Stock 5,000 $ 0 30,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Wang Sheldon
C/O HEALTH INSURANCE INNOVATIONS, INC.
15438 N. FLORIDA AVE., SUITE 201
TAMPA, FL 33613
      Chief Technology Officer  

Signatures

 /s/ Michael Hershberger, Attorney-in-Fact for Sheldon Wang   05/15/2017
**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) Shares retained by the issuer to satisfy the exercise price of stock appreciation rights exercised by the reporting person.
(2) The price in Column 4 is a weighted average price. The prices actually received ranged from $21.15 to $21.55. The reporting person has provided to the issuer, and will provide to any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range for all transactions reported in this Form 4 utilizing a weighted average price.
(3) These stock-settled stock appreciation rights were granted under the Plan and will vest as follows: (i) 42,000 on the first date on which the average trading price of the Company's Class A common stock is at or above $12.00 per share for the preceding 30 consecutive trading days, and (ii) 42,000 on the first date on which the average trading price of the Company's Class A common stock is at or above $16.00 per share for the preceding 30 consecutive trading days, all subject to the terms of the Plan and an award agreement under the Plan.
(4) These stock-settled stock appreciation rights were previously granted under the Plan and will vest (either wholly or partially) based on the extent to which certain financial performance targets established by the Company's Board of Directors are achieved for the 2016 fiscal year.
(5) These stock-settled stock appreciation rights were previously granted under the Issuer's Long-Term Incentive Plan and are scheduled to vest in increments of 20%, 20%, 20%, and 40% on successive anniversary dates of the grant, subject to the terms of the plan and an award agreement under the plan.
(6) These stock-settled stock appreciation rights were previously granted under the Issuer's Long-Term Incentive Plan (the "Plan") and are scheduled to vest in increments of 25%, 25%, and 50% on successive anniversary dates of the grant, subject to the terms of the Plan and an award agreement under the Plan.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.