UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

ADMINISTRATIVE PROCEEDING 

File No. 3-20932

In the Matter of

Health Insurance Innovations, Inc., 

now named Benefytt Technologies, 

Inc., and Gavin D. Southwell,

Respondents.

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PLAN OF DISTRIBUTION 

I. OVERVIEW

1. The Division of Enforcement has prepared this Plan of Distribution (the “Plan”) 

pursuant to Rule 1101 of the Commission’s Rules on Fair Fund and Disgorgement Plans (the 

“Commission’s Rules”), 17 C.F.R. § 201.1101. This Plan provides for the distribution of a Fair 

Fund (the “Fair Fund”), comprised of disgorgement, prejudgment interest, and civil money 

penalties paid by Health Insurance Innovations, Inc., now named Benefytt Technologies, Inc. 

(“HII”) and Gavin D. Southwell (collectively, the “Respondents”) in the above-captioned 

matter.1 

2. As described more specifically below, the Plan seeks to compensate investors 

who were harmed, by the Respondents’ conduct described in the Order, in connection with 

Respondents’ series of false and misleading statements to investors, which concealed extensive 

consumer complaints about products being sold through misrepresentations. As calculated using 

the methodology detailed in the Plan of Allocation (attached as Exhibit A), investors will be 

compensated for losses on shares of HII common stock registered with the Commission and 

traded under the symbol HIIQ (the “Security”) purchased or acquired during the period when the 

stock price was inflated by the company’s false and misleading statements, from March 2, 2017 

through March 12, 2019, inclusive (the “Relevant Period”). In the view of the Commission staff 

and the Fund Administrator, this methodology constitutes a fair and reasonable allocation of the 

Fair Fund. 

3. The Commission has custody of the Fair Fund and shall retain control of the 

assets of the Fair Fund. The Plan has been approved by the Commission, and the Commission 

retains jurisdiction over its implementation.

1

 See Order Instituting Cease-and-Desist Proceedings, Pursuant to Section 8A of the Securities Act of 1933 and 

Section 21C of the Securities Exchange Act of 1934, Making Findings, and Imposing a Cease-and-Desist Order, 

Securities Act Rel. No. 11084 (July 20,2022) (the “Order”).
2

II. BACKGROUND

4. On July 20, 2022, the Commission issued the Order instituting and 

simultaneously settling cease-and-desist proceedings against the Respondents. In the Order, the 

Commission found that from March 2017 through March 2020, HII, a technology platform, 

billing administrator and distributor of short-term and limited health insurance products, and its 

CEO Southwell made a series of false and misleading statements to investors, which concealed 

extensive consumer complaints about products being sold through misrepresentations. HII and 

Southwell falsely told investors that HII held its insurance distributors to its high compliance 

standards, which prohibited insurance agents from making misrepresentations to consumers. HII 

and Southwell falsely stated that HII had 99.99% consumer satisfaction and misleadingly stated 

that state departments of insurance received very few consumer complaints regarding HII. HII 

and Southwell understated the amount of business that had been generated by its most productive 

distributor, Simple Health Plans LLC (“Simple Health”), which amassed the most consumer 

complaints. HII and Southwell misrepresented that HII had terminated its relationship with a 

different distributor in 2016 for compliance failures, when in fact, HII re-hired this distributor 

despite continuing compliance problems. These statements were made in reports filed with the 

Commission, press releases, earnings calls and other communications with investors. Southwell 

also disseminated misleading information about HII’s compliance to research analysts and a 

subscription news service, which included the information in research reports and a news article 

that were distributed to investors. In total, the Commission ordered the Respondents to pay 

$320,000 in disgorgement, $41,511 in prejudgment interest, and $11,750,000 in civil money 

penalties, for a collective total of $12,111,511, to the Commission. The Commission also 

created the Fair Fund, pursuant to Section 308(a) of the Sarbanes-Oxley Act of 2002, so the 

penalties paid, along with the disgorgement and interest paid, can be distributed to harmed 

investors.

5. The Respondents have paid in full. The Fair Fund has been deposited in a 

Commission-designated account at the United States Department of the Treasury, and any 

accrued interest will be added to the Fair Fund. 

III. DEFINITIONS

As used in this Plan, the following definitions will apply:

6. “Administrative Costs” shall mean any administrative costs and expenses to be 

paid from the Fair Fund, including without limitation the fees and expenses of the Tax 

Administrator and the Fund Administrator, tax obligations, bond premium expenses, and 

investment and banking costs. 

7. “Claim Form” means the form designed by the Fund Administrator, in 

consultation with the Commission staff, for the filing of claims in accordance with this Plan. 

The claim form will require, at a minimum, sufficient documentation reflecting any Preliminary 

Claimant’s purchases and dispositions of Security during the Relevant Period such that eligibility 

under the Plan can be determined, tax identification and other related information from the 

Preliminary Claimant as determined necessary by the Fund Administrator in coordination with 
3

the Tax Administrator, and a certification that the Preliminary Claimant is not an Excluded Party. 

8. “Claim Status Notice” means the notice sent by the Fund Administrator within 

sixty (60) days of the Claims Bar Date to any Preliminary Claimant that submitted a deficient 

Claim Form. The Claim Status Notice will provide to each Preliminary Claimant whose claim is 

deficient, in whole or in part, the reason(s) for the deficiency and in the event the claim is denied, 

the Claim Status Notice will state the reason(s) for such denial. The Claim Status Notice will 

also notify the Preliminary Claimant of the opportunity to cure any deficiency, request 

reconsideration, or dispute the determination made by the Fund Administrator and provide 

instructions regarding what is required to do so.

9. “Claims Bar Date” means the date established in accordance with this Plan by 

which a Preliminary Claimant’s Claim Form must be postmarked or submitted electronically in 

order to receive consideration under the Plan. The Claims Bar Date shall be ninety (90) days 

after the initial mailing of the Plan Notice. Claim Forms submitted by Preliminary Claimants 

postmarked or received after the Claims Bar Date will not be accepted unless the Fund 

Administrator is directed to do so by the Commission staff.

10. “Claims Packet” means the materials relevant to submitting a claim that will be 

provided to Preliminary Claimants who request such materials through a website or otherwise 

prior to the Claims Bar Date. The Claims Packet will include, at a minimum, a copy of the Plan 

Notice and a Claim Form (together with instructions for completion of the Claim Form).

11. “Distribution Payment” means a payment from the Fair Fund to a Payee in 

accordance with the terms of this Plan.

12. “Eligible Claimant” means a Preliminary Claimant, who is not an Excluded 

Party, who submitted a valid Claim Form and has suffered a Recognized Loss, as calculated in 

accordance with the Plan of Allocation.

13. “Excluded Party” shall mean:

(a) The Respondents;

(b) Present or former officers or directors of Respondents or any assigns, 

creditors, heirs, distributees, spouses, parents, dependent children or 

controlled entities of any of the foregoing Persons or entities;

(c) Any employee or former employee of the Respondents or any of its 

affiliates who has been terminated for cause or has otherwise resigned, in 

connection with the conduct described in the Order; 

(d) Any Person who, as of the Claims Bar Date, has been the subject of 

criminal charges related to the conduct described in the Order or any 

related Commission action;
4

(e) Any firm, trust, corporation, officer, or other entity in which Respondents 

has or had a controlling interest;

(f) The Fund Administrator, its employees, and those Persons assisting the 

Fund Administrator in its role as the Fund Administrator; or

(g) Any purchaser or assignee of another Person’s right to obtain a recovery 

from the Fair Fund for value; provided, however, that this provision shall 

not be construed to exclude those Persons who obtained such a right by 

gift, inheritance or devise.

The Claim Form will require claimants to certify that they are not an Excluded Party. All 

Excluded Parties will be deemed ineligible to participate in the distribution of the Fair Fund.

14. “Fair Fund” means the fund created by the Commission pursuant to Section 

308(a) of the Sarbanes-Oxley Act of 2002, for the benefit of investors harmed by Respondents’ 

violations described in the Order. 

15. “Net Available Fair Fund” means the Fair Fund, plus any interest or earnings, 

less Administrative Costs. 

16. “Payee” means an Eligible Claimant whose Recognized Loss calculates, in 

accordance with the Plan of Allocation, to a distribution amount equal to or greater than $10.00 

who will receive a Distribution Payment. 

17. “Person” means natural individuals as well as legal entities such as corporations, 

partnerships, or limited liability companies.

18. “Plan Notice” means a written notice from the Fund Administrator to Preliminary 

Claimants informing them of the Fair Fund; the Plan and its eligibility requirements; explaining 

how to submit a claim, including instructions for any online claims process; and how to obtain a 

copy of the approved Plan and Claim Form by request or from the Fair Fund’s website. The Plan 

Notice will also be available on the Fair Fund’s website that is maintained by the Fund 

Administrator. 

19. “Plan of Allocation” means the methodology used by the Fund Administrator to 

calculate if a Preliminary Claimant has suffered a Recognized Loss. The Plan of Allocation is 

attached as Exhibit A.

20. “Preliminary Claimant” shall mean a Person, or their lawful successors, 

identified by the Fund Administrator as having a possible claim to recover from the Fair Fund 

under this Plan, or a Person asserting prior to the Claims Bar Date that he, she, or it has a 

possible claim to recover from the Fair Fund under this Plan, as a result of transactions in the 

Security during the Relevant Period. 
5

21. “Recognized Loss” means the amount of loss calculated in accordance with the 

Plan of Allocation.

22. “Relevant Period” means the period of time from March 2, 2017 through 

March 12, 2019, inclusive. This is the period over which HII’s stock price was inflated by the 

company’s false and misleading statements, as could be measured by Commission staff.

23. “Security” refers to shares of HII common stock registered with the Commission 

and traded under the symbol HIIQ during the Relevant Period.

24. “Summary Notice” means the notice published in print or internet media that 

shall include, at a minimum, a statement of the purpose of the Fair Fund and the Plan, the means 

of obtaining a Claims Packet, and the Claims Bar Date. The Summary Notice will be published 

via PR Newswire and Investor Business Weekly once a week for three consecutive weeks 

starting within ten (10) days of the initial mailing of the Plan Notice.

25. “Third-Party Filer” means a third-party, including without limitation a nominee, 

custodian, or an intermediary holding in street name, who is authorized to submit and submits a 

claim(s) on behalf of one or more Preliminary Claimants. Third-Party Filer does not include 

assignees or purchasers of claims that are excluded from receiving Distribution Payments under 

paragraph 13(g) above.

IV. TAX COMPLIANCE

26. On December 1, 2022, the Commission appointed Miller Kaplan Arase LLP as 

the tax administrator (the “Tax Administrator”) for the Fair Fund to handle the tax obligations of 

the Fair Fund.

2 The Tax Administrator will be compensated for reasonable fees and expenses 

from the Fair Fund in accordance with its 2022-2024 Engagement Letter Agreement with the 

Commission.3

27. The Fair Fund constitutes a Qualified Settlement Fund (“QSF”) under Section 

468B(g) of the Internal Revenue Code of 1986, as amended, 26 U.S.C. § 468B(g), and related 

regulations, 26 C.F.R. §§ 1.468B-1 through 1.468B-5. The Tax Administrator is the 

administrator of such QSF, for purposes of Treas. Reg. § 1.468B-2(k)(3)(I) and shall satisfy the 

tax-related administrative requirements imposed by Treas. Reg. § 1.468B-2, including, but not 

limited to:

(a) Obtaining a taxpayer identification number; 

(b) Requesting funds necessary for the timely payment of all applicable taxes, 

the payment of taxes for which the Tax Administrator has received funds, 

and the filing of applicable returns; and 

2

 See Order Appointing Tax Administrator, Exchange Act. Rel. No. 96435 (Dec. 1, 2022).

3

 See Omnibus Order Directing the Engagement of Two Tax Administrators for Appointment on a Case-By-Case 

Basis in Administrative Proceedings that Establish Distribution Funds, Exchange Act Rel. No. 94845 (May 4, 2022).
6

(c) Fulfilling any information reporting or withholding requirements required 

for distributions from the Fair Fund.

28. All tax obligations will be paid from the Fair Fund, subject to the review and 

approval of Commission staff.

V. FUND ADMINISTRATOR

29. On September 18, 2023, the Commission has appointed Epiq Class Action & 

Claims Solutions, Inc. (“Epiq”), as the fund administrator for the Fair Fund (the “Fund 

Administrator”), and the Fund Administrator has obtained a bond in the amount of 

$12,111,511.00, as ordered.4 Pursuant to Rule 1105(a) of the Commission’s Rules, 17 C.F.R. § 

201.1105(a), the Fund Administrator may be removed at any time by order of the Commission or 

hearing officer. 

30. The Fund Administrator will be responsible for administering the Fair Fund in

accordance with the Plan. This will include, among other things, taking reasonable steps to 

identify and contact Preliminary Claimants; obtaining mailing information for Preliminary 

Claimants; establishing a website and staffing a call center to address inquiries during the claims 

process; developing a claims database; preparing accountings; cooperating with the tax 

administrator appointed by the Commission to satisfy any tax liabilities and to ensure 

compliance with income tax reporting requirements, including but not limited to Foreign 

Account Tax Compliance Act (FATCA); advising Preliminary Claimants of deficiencies in 

claims and providing an opportunity to cure any documentary defects; taking antifraud measures, 

such as identifying false, ineligible and overstated claims; making determinations under the 

criteria established herein as to Preliminary Claimant eligibility; advising Preliminary Claimants 

of final claim determinations; disbursing the Fair Fund in accordance with this Plan, as ordered 

by the Commission; and researching and reconciling errors and reissuing payments, when 

possible.

31. To carry out the purposes of this Plan, the Fund Administrator is authorized to 

make and implement immaterial changes to the Plan upon agreement of the Commission staff. If 

a change is deemed to be material by the Commission staff, Commission approval is required 

prior to implementation by amending the Plan.

32. The Fund Administrator may extend any procedural deadline contained in the 

Plan for good cause shown, if agreed upon by the Commission staff.

33. The Fund Administrator is authorized to enter into agreements with third-parties 

as may be appropriate or necessary in the administration of the Fair Fund, provided such thirdparties are not excluded pursuant to other provisions of this Plan. In connection with such 

agreements, the third-parties shall be deemed to be agents of the Fund Administrator under this 

Plan. 

4

 See Order Appointing Fund Administrator and Setting Bond Amount, Exchange Act Rel. No. 98416 (Sept. 18,

2023).
7

34. The Fund Administrator will be entitled to payment from the Fair Fund of 

reasonable fees and expenses, including the bond premium, incurred in the performance of its 

duties (including any such fees and expenses incurred by agents, consultants or third-parties 

retained by the Fund Administrator in furtherance of its duties).

VI. ADMINISTRATION OF THE FAIR FUND

Identification of and Notification to Preliminary Claimants

35. The Fund Administrator will, insofar as practicable, use its best efforts to 

identify Preliminary Claimants from a review of trading records, obtaining records from 

registered broker-dealers and investment advisors, and seeking information from any other 

source available to it. The Fund Administrator may also engage a third-party firm, after 

consultation with and approval of the Commission staff, to assist in identifying Preliminary 

Claimants to maximize the participation rate in the Fair Fund.

36. Within forty-five (45) days after Commission approval of the Plan, the Fund 

Administrator shall:

(a) design and submit a Claims Packet, including the Plan Notice and the 

Claim Form, to the Commission staff for review and approval; 

(b) create a mailing and claim database of all Preliminary Claimants based 

upon information identified by the Fund Administrator;

(c) run a National Change of Address search to retrieve updated addresses for 

all records in the database, thereby ensuring the mailing information for 

Preliminary Claimants is up-to-date;

(d) email and/or mail a Plan Notice to each Preliminary Claimant identified 

by the Fund Administrator and to the Fund Administrator’s list of banks, 

brokers, and other nominees in accordance with paragraph 41 below;

(e) establish and maintain a website devoted solely to the Fair Fund. The Fair 

Fund’s website, located at 

www.HealthInsuranceInnovationsFairFund.com, will make available a 

copy of the approved Plan; provide information regarding the claims 

process and eligibility requirements for participation in the Fair Fund in 

the form of frequently asked questions; include in downloadable form, the 

Claim Form and other related materials; and such other information the

Fund Administrator believes will be beneficial to Preliminary Claimants;

(f) establish and maintain a toll-free telephone number, which will be 

available on the Fair Fund Website, for Preliminary Claimants to call to 

speak to a live representative of the Fund Administrator during its regular 

business hours or, outside of such hours, to hear prerecorded information 
8

about the Fair Fund. The toll-free number will be listed on all 

correspondence from the Fund Administrator to Preliminary Claimants as 

well as on the Fair Fund’s website; and

(g) establish and maintain a traditional mailing address and an email address 

which will be listed on all correspondence from the Fund Administrator to 

Preliminary Claimants as well as on the Fair Fund’s website. 

37. The Fund Administrator will publish the Summary Notice on the internet and in 

PR Newswire and Investor Business Weekly once a week for three consecutive weeks starting 

within ten (10) days of the initial mailing of the Plan Notice.

38. The Commission staff retains the right to review and approve any material posted 

on the Fair Fund’s website, any material mailed, and any scripts used in connection with any 

communication with Preliminary Claimants. 

39. In all materials that refer to the Claims Bar Date, the filing deadline will be 

clearly identified with the calendar date, which is ninety (90) days from the date of the initial 

mailing of the Plan Notice.

40. The Fund Administrator will make the Plan Notice available on the Fair Fund’s 

website, and will promptly provide a Plan Notice and/or Claim Form to any Preliminary 

Claimant upon request made via mail, phone, or email prior to the Claims Bar Date.

41. The Fund Administrator will make the Plan Notice available on the Fair Fund’s 

website. The Fund Administrator will send by mail, email, or other means, the Plan Notice to 

the Fund Administrator’s list of banks, brokers, and other nominees, as well as any other 

institutions identified during the outreach process, that may have records of the Security during 

the Relevant Period (collectively, the “Nominees or Custodians”). The Fund Administrator will 

request that these entities, to the extent that they were record holders for beneficial owners of the 

Security:

(a) within fourteen (14) days of the Nominees’ or Custodians’ receipt of the 

Plan Notice, notify and send the Plan Notice to the respective beneficial 

owners, and, as requested, provide to the beneficial owners a Claim Form, 

so that the beneficial owners may timely file a claim. The burden will be 

on the Nominees or Custodians to ensure the claims process information, 

including, if requested, the Claims Packet and other relevant materials, is 

properly disseminated to the beneficial owners; and/or

(b) provide to the Fund Administrator, within fourteen (14) days of receipt of 

the Plan Notice, a list of last known names and addresses for all beneficial 

owners for whom/which they purchased, or acquired, as the record holder, 

the Security during the Relevant Period, so that the Fund Administrator 

can communicate with the beneficial owners directly.
9

42. At the discretion of the Fund Administrator, in consultation with the Commission 

staff, a reasonable number of additional copies of the Claims Packet shall be made available to 

any Nominee or Custodian requesting it for the purpose of distribution to beneficial owners.

43. Requests to the Fund Administrator for additional copies of the Claims Packet in 

excess of 2,500 are subject to approval by the Fund Administrator, in consultation with the 

Commission staff.

44. Documented reasonable out-of-pocket expenses incurred by the Nominees or the 

Custodians, which would not have been incurred but for compliance with paragraph 41 above, 

shall be reimbursed from the Fair Fund. The amount of such expenses allowed will be at the 

discretion of the Fund Administrator, in consultation with the Commission staff. Unless 

otherwise determined by the Fund Administrator in consultation with the Commission staff, outof-pocket expenses based on the following rates will be considered reasonable: 

(a) a maximum of $0.08 per Claims Packet, plus postage at the pre-sort 

postage rate per Claim Packet actually mailed; 

(b) a maximum of $0.05 per email of Summary Notice or Plan Notice and 

Claim Form link disseminated; or

(c) $0.20 per name, address, and email address provided to the Fund 

Administrator, up to a maximum of amount of $1,500.00.

45. The Fund Administrator will attempt to locate any Preliminary Claimant whose 

mailing is returned as “undeliverable” and will document all such efforts. The Fund 

Administrator shall use its best efforts to make use of commercially available resources and other 

reasonably appropriate means to obtain updated addresses in response to “undeliverable” notices, 

and forward any returned mail for which an updated address is provided or obtained. The Fund 

Administrator will make available, upon request by the Commission staff, a list of all 

Preliminary Claimants whose Plan Notice have been returned as “undeliverable” due to incorrect 

addresses and for which the Fund Administrator has been unable to locate current addresses.

Filing a Claim

46. To avoid being barred from asserting a claim, on or before the Claims Bar Date, 

each Preliminary Claimant must submit to the Fund Administrator a properly completed Claim 

Form reflecting such Preliminary Claimant’s claim, together with all required supporting 

documentation as the Fund Administrator, in its discretion, deems necessary or appropriate to 

substantiate the claim. Without limitation, this information may include third-party documentary 

evidence of purchases and dispositions of Security during the Relevant Period, as well as 

holdings of Security at pertinent dates. 

47. Electronic claims submission is encouraged; the Plan Notice will include 

instructions how Preliminary Claimants can submit their claims electronically via the Fair Fund’s 
10

website. If using theweb-based claim filing option, a Preliminary Claimant must submit his, her, 

or its claim to the Fund Administrator by 11:59 p.m. EST on the Claims Bar Date. The Plan 

Notice will also include instructions for submission of claims if the Preliminary Claimant is 

unable to submit his, her, or its claim electronically. 

48. The burden will be upon the Preliminary Claimant to ensure that his, her or its 

Claim Form has been properly and timely received by the Fund Administrator. A Claim Form 

that is postmarked or otherwise received after the Claims Bar Date will not be accepted unless 

the deadline is extended by the Fund Administrator for good cause shown, after consultation 

with the Commission staff. 

49. All Claim Forms and supporting documentation necessary to determine a 

Preliminary Claimant’s eligibility to receive a distribution from the Fair Fund under the terms of 

the Plan must be endorsed by a declaration executed by the Preliminary Claimant under penalty 

of perjury under the laws of the United States. The declaration must be executed by the 

Preliminary Claimant, unless the Fund Administrator accepts such declaration from a Person 

authorized to act on the Preliminary Claimant’s behalf, whose authority is supported by such 

documentary evidence as the Fund Administrator deems necessary. 

50. When submitting claims to the Fair Fund on behalf of its clients, all Third-Party 

Filers must use the electronic filing template provided by the Fund Administrator in this matter. 

Third-Party Filers that do not comply with the template and format provided by the Fund 

Administrator may be rejected. Third-Party Filers must also submit a signed master proof of 

claim and release, as well as proof of authority to file on behalf of the claimant(s) at the time the 

electronic file of transactions is submitted. Failure to do so may result in rejection of the claim.

51. Each Third-Party Filer must establish the validity and amount of each claim in its 

submission. Third-Party Filers must submit such supporting documentary evidence of 

purchases, dispositions, and holdings of Security as the Fund Administrator deems necessary or 

appropriate to substantiate each individual claim. Without limitation, this includes the complete 

name of the Preliminary Claimant (beneficial account owner) and its TIN (for individuals) or 

EIN (for companies), sufficient contact information to confirm the identity of the beneficial 

owner, and documentation from the original bank, broker or other institution of purchases and 

dispositions of Security (account statements, confirmations and other documentation of 

purchases and dispositions), as well as holdings of the Security on pertinent dates. The Fund 

Administrator will have the right to request, and the Third-Party Filer will have the burden of 

providing to the Fund Administrator, any additional information and/or documentation deemed 

necessary by the Fund Administrator to substantiate the claim(s) contained in the submission. 

Documentation from a Third-Party Filer that is not acceptable to the Fund Administrator will 

result in rejection of the affected claim(s). The determination of the Fund Administrator to reject 

a claim for insufficient documentation, as reflected on the Determination Notice, is final and 

within the discretion of the Fund Administrator. 

52. The receipt of Security by gift, inheritance, devise, or operation of law will not be 

deemed to be a purchase of Security, nor will it be deemed an assignment of any claim relating 

to the purchase of such Security unless specifically so provided in the instrument of inheritance. 
11

The recipient of Security as a gift, inheritance, devise or by operation of law will be eligible to 

file a Claim Form and participate in the distribution of the Fair Fund to the extent the original 

purchaser would have been eligible under the terms of the Plan. Only one claim may be 

submitted with regard to the same transactions in Security, and in cases where duplicative claims 

are filed by the donor and donee, the donee claim will be honored, assuming it is supported by 

proper documentation. 

53. Claims on behalf of a retirement plan covered by Section 3(3) of ERISA, 29 

U.S.C.§ 1002(3), which do not include Individual Retirement Accounts and such plan’s 

participants, are properly made by the administrator, custodian or fiduciary of the plan and not 

by the plan’s participants. The Fund Administrator will distribute any payments on such claims 

directly to the administrator, custodian or fiduciary of the retirement plan. The custodian or 

fiduciary of the retirement plan will distribute any payments received in a manner consistent with 

its fiduciary duties and the governing account or plan provisions. 

54. The Preliminary Claimant has the burden of notifying the Fund Administrator of a 

change in his, her or its current address and other contact information, and of ensuring that such 

information is properly reflected on the Fund Administrator's records.

Review of Claims and Deficiency Process

55. The Fund Administrator will review all claim submissions and determine the 

eligibility of each Preliminary Claimant to participate in the Fair Fund by reviewing claim data 

and supporting documentation (or the lack thereof) and verifying the claim. Each Preliminary 

Claimant will have the burden of proof to establish the validity and amount of his, her or its 

claim. The Fund Administrator will have the right to request, and the Preliminary Claimant will 

have the burden of providing to the Fund Administrator, any additional information and/or 

documentation deemed relevant by the Fund Administrator. 

56. The Fund Administrator will provide a Claim Status Notice within sixty (60) days 

of the Claims Bar Date to each Preliminary Claimant who has filed a deficient Claim Form with 

the Fund Administrator. The Claim Status Notice will provide to each Preliminary Claimant 

whose claim is deficient, in whole or in part, the reason(s) for the deficiency (e.g., failure to 

provide required information or documentation). In the event the claim is denied, in whole or in 

part, the Claim Status Notice will state the reason(s) for such denial. The Claim Status Notice 

will also notify the Preliminary Claimant of the opportunity to cure any deficiency, request 

reconsideration, or dispute the determination made by the Fund Administrator and provide 

instructions regarding what is required to do so.

57. Any Preliminary Claimant with a deficient claim will have thirty (30) days from 

the date of the Claim Status Notice to cure any deficiencies identified in theClaim Status Notice.

58. Any Preliminary Claimant seeking reconsideration of a denied claim must advise 

the Fund Administrator in writing within thirty (30) days of the date ofthe Claim Status Notice. 

All requests for reconsideration must include the necessary documentation to substantiate the 

basis upon which the Preliminary Claimant is requesting reconsideration of his, her, or its claim. 
12

59. The Fund Administrator will have the authority, in its sole discretion, to waive 

technical claim deficiencies and approve claims on a case-by-case basis, or in groups of claims. 

Claims Eligibility Determination

60. Within one hundred fifty (150) days of the Claims Bar Date, the Fund 

Administrator will complete all claims determinations and send a Determination Notice to all 

Preliminary Claimants who timely submitted a Claim Form notifying the Preliminary Claimant 

of its eligibility determination. The Determination Notice will further provide to each 

Preliminary Claimant that is determined to be an Eligible Claimant with his, her, or its calculated 

Recognized Loss. The Determination Notice will constitute the Fund Administrator’s final 

ruling regarding the eligibility status of the claim.

61. The Fund Administrator may consider disputes of an Eligible Claimant’s 

Recognized Loss calculation, if presented in writing to the Fund Administrator within fourteen 

(14) days of the date of the Determination Notice. The Fund Administrator will consult with 

Commission staff as appropriate. The Fund Administrator will notify the Eligible Claimant in 

writing with fourteen (14) days of receiving a dispute of its determination, which will constitute 

the Fund Administrator’s final ruling regarding the loss calculations for the claim.

Third-Party Review

62. After the Fund Administrator has completed the process of analyzing the claims 

and determining claim amounts in accordance with the Plan, and prior to the distribution of any 

funds, the Fund Administrator will engage an independent, third-party firm, not unacceptable to 

Commission staff, to perform a set of agreed upon procedures, review a statistically significant 

sample of claims and ensure accurate and comprehensive application of the Plan of Allocation. 

The Fund Administrator will communicate the results of the review to Commission staff together 

with any written analysis or reports related to the review, and, upon request, will make the firm 

available to the Commission staff to respond to questions concerning the review. 

Distribution Methodology

63. Any Preliminary Claimant, who is not an Excluded Party, who submitted a valid 

Claim Form and has suffered a Recognized Loss, as calculated in accordance with the Plan of 

Allocation, will be deemed an Eligible Claimant. 

64. No Distribution Payments will be made for less than $10.00. If an Eligible 

Claimant’s Recognized Loss, in accordance with the Plan of Allocation, calculates to a 

distribution amount less than $10.00, that Eligible Claimant will be deemed ineligible to receive 

a Distribution Payment and his, her, or its distribution amount will be reallocated on a pro rata

basis to Eligible Claimants whose distribution amounts are greater than or equal to $10.00. All 

Eligible Claimants whose Recognized Loss calculates to a distribution amount equal to or greater 

than $10.00 will be deemed a Payee and receive a Distribution Payment.
13

Establishment of a Reserve

65. Before determining the amount of funds available for distribution and calculating 

each Payee’s Distribution Payment, the Fund Administrator, in conjunction with the Tax 

Administrator, will establish a reserve to pay Administrative Costs and to accommodate any 

unexpected expenditures (the “Reserve”).

66. After all disbursements and Administrative Costs are paid, any remaining 

amounts in the Reserve will become part of the Residual described in paragraph 89 below.

Preparation of the Payment File

67. Within sixty (60) days following the date of the Determination Notices described 

above, paragraph 60, the Fund Administrator will compile and send to the Commission staff the 

Payee information, including the name, address, calculated Recognized Loss, and the amount of 

the Distribution Payment for all Payees (the “Payee List”). The Fund Administrator will also 

provide a Reasonable Assurances Letter to the Commission staff, representing that the Payee 

List: (a) was compiled in accordance with the approved Plan; (b) is accurate as to Payees’ names, 

addresses, Recognized Losses and amounts of their Distribution Payment; (c) includes the 

number of Payees compensated; (d) the percentage of the Payee’s Recognized Loss being 

compensated by the disbursement from the Fair Fund, and if applicable, the total percentage to 

include all prior disbursements; (e) the total amount of funds to be disbursed; and (f) provides all 

information necessary to make a payment to each Payee.

The Escrow Account

68. Prior to the disbursement of funds from the Net Available Fair Fund, the Fund 

Administrator will establish an escrow account (the “Escrow Account”) with a United States 

commercial bank that is a well-capitalized financial institution as defined by the Federal Reserve 

Act, Subpart D, 12 C.F.R. 208.43 and that is not unacceptable to the Commission staff (the 

“Bank”), pursuant to an escrow agreement (the “Escrow Agreement”) to be provided by 

Commission staff.

69. The Fund Administrator, pursuant to the Escrow Agreement, shall also establish 

with the Bank a separate deposit account (e.g. controlled distribution account, managed 

distribution account, linked checking and investment account) (the “Distribution Account”), 

insured by the Federal Deposit Insurance Corporation (“FDIC”) up to the guaranteed FDIC pass 

through limit. The Distribution Account shall be linked with the Escrow Account and shall be 

named, and records maintained, in accordance with the Escrow Agreement. 

70. During the term of the Escrow Agreement, the portions of the Fair Fund transferred 

to the Escrow Account (the “Escrow Property”), shall be invested and reinvested in short-term 

U.S. Treasury securities backed by the full faith and credit of the United States Government or 

an agency thereof. The investment shall be, of a type and term necessary to meet the cash 

liquidity requirements for payments to Payees, tax obligations, and/or fees of the Tax 

Administrator and/or Fund Administrator, including investment or reinvestment in a bank 
14

account insured by the FDIC up to the guaranteed FDIC limit, or in money market mutual funds 

registered under the Investment Company Act of 1940 that invest 100% of their assets in direct 

obligations of the United States Government. 

71. The Fund Administrator shall provide duplicate original bank and/or investment 

statements on any accounts established by the Fund Administrator to the Tax Administrator on a 

monthly basis and shall assist the Tax Administrator in obtaining mid-cycle statements, as 

necessary.

72. The Fund Administrator shall deposit or invest funds in the Escrow and 

Distribution Accounts so as to result in the maximum reasonable net return, taking into account 

the safety of such deposits or investments. In consultation with Commission staff, the Fund 

Administrator shall work with the Bank on an ongoing basis to determine an allocation of funds 

between the Escrow and Distribution Account.

73. All interest, dividends, and/or income earned by the Escrow Property will accrue 

for the benefit of the Escrow Property. All Administrative Costs associated with the Escrow and 

Distribution Accounts will be the responsibility of the Fund Administrator, who may be 

reimbursed for said costs as provided in this Plan. No such Administrative Costs may be paid to 

the Bank, its agents, and/or its affiliates from the Escrow Property.

 Distribution of the Fair Fund

74. The Fund Administrator will seek to distribute the Net Available Fair Fund to all 

Payees only after all Claim Forms have been processed and all Preliminary Claimants whose 

claims have been rejected or disallowed, in whole or in part, have been notified and provided the 

opportunity to contest or cure pursuant to the procedures set forth herein.

75. Upon the Commission’s staff’s receipt, review, and acceptance of the Payee List 

and Reasonable Assurances Letter from the Fund Administrator, the Commission staff will seek 

an Order from the Commission pursuant to Rule 1101(b)(6) of the Commission’s Rules, 17 

C.F.R. § 210.1101(b)(6), to disburse funds from the Net Available Fair Fund to the Bank in 

accordance with the Payee List for distribution by the Fund Administrator in accordance with the 

Plan. All disbursements will be made pursuant to a Commission Order. 

76. Upon issuance of an Order to disburse, the Commission staff will direct the transfer 

of funds in accordance with the Payee List to the Bank. The Fund Administrator will then use its 

best efforts to commence mailing Distribution Payment checks and/or effect wire transfers 

within ten (10) business days of the release of the funds into the Escrow Account. All efforts 

will be coordinated to limit the time between the Escrow Account’s receipt of the funds and the 

issuance of Distribution Payments.

77. All Distribution Payments will be issued by the Fund Administrator from the 

Distribution Account. All checks will bear a stale date of one hundred twenty (120) days from 

the date of issuance. Checks that are not negotiated by the stale date will be voided, and the 

Bank will be instructed to stop payment on those checks. A Payee’s claim will be extinguished 
15

if he, she, or it fails to negotiate his, her or its check by the stale date, and the funds will remain 

in the Fair Fund, except if a check reissue has been requested before the stale date, such request 

is governed by. 

78. All payments will be preceded or accompanied by a communication that includes, 

as appropriate: (a) a statement characterizing the distribution; (b) a statement that the tax 

treatment of the distribution is the responsibility of each Payee and that the Payee should consult 

his, her or its tax advisor for advice regarding the tax treatment of the distribution; (c) a 

statement that checks will be void and cannot be reissued after one hundred twenty (120) days 

from the date the original check was issued; and (d) contact information for the Fund 

Administrator for questions regarding the Distribution Payment. The letter or other mailings to 

Payees characterizing a Distribution Payment will be prepared by the Tax Administrator and 

Commission staff for review and approval. 

79. All Distribution Payments, either on their face or in the accompanying mailing, 

will clearly indicate that the money is being distributed from the Fair Fund established by the 

Commission to compensate investors for harm as a result of securities law violations. 

80. Distribution Payments must be made by check or electronic payment payable to 

the Payee (the beneficial account owner). A Third-Party Filer shall not be the payee of any 

Distribution Payment check or electronic Distribution Payment. Compensation to a Third-Party 

Filer for its services may not be paid or deducted from the Distribution Payment. 

81. The submission of a Claim Form and the receipt and acceptance of a Distribution 

Payment by a Payee is not intended to be a release of a Payee’s rights and claims against any 

party.

82. Electronic or wire transfers may be utilized at the discretion of the Fund 

Administrator to transfer approved Distribution Payments to filers of claims on behalf of twenty 

(20) or more Payees. Wire transfers will be initiated by the Fund Administrator using a twoparty check and balance system, whereby completion of a wire transfer will require an 

authorization by two members of the Fund Administrator’s senior staff.

83. At the discretion of the Fund Administrator, certain costs that were not factored 

into the Reserve, such as bank fees for the return of a payment, may reduce the Payee’s 

Distribution Payment. In such situations, the Fund Administrator will immediately notify the 

Tax Administrator of the reduction in the Distribution Payment.

Post Distribution; Handling of Returned or Uncashed Checks; and Reissues

84. The Fund Administrator shall use its best efforts to make use of commercially 

available resources and other reasonably appropriate means to locate all Payees whose checks 

are returned to the Fund Administrator as “undeliverable.” If new address information becomes 

available, the Fund Administrator will repackage the distribution check and send it to the new 

address. If new address information is not available after a diligent search (and in no event no 

later than one hundred twenty (120) days after the initial mailing of the original check) or if the 
16

distribution check is returned again, the check shall be voided and the Fund Administrator shall 

instruct the issuing financial institution to stop payment on such check. If the Fund 

Administrator is unable to find a Payee’s correct address, the Fund Administrator, in its 

discretion, may remove such Payee from the distribution and the allocated Distribution Payment 

will remain in the Fair Fund for distribution, if feasible, to the remaining Payees.

85. The Fund Administrator will reissue checks to Payees upon the receipt of a valid, 

written request from the Payee prior to the initial stale date. In cases where a Payee is unable to

endorse a Distribution Payment check as written (e.g., name changes, IRA custodian changes, or 

recipient is deceased) and the Payee or a lawful representative requests the reissuance of a 

Distribution Payment check in a different name, the Fund Administrator will request, and must 

receive, documentation to support the requested change. The Fund Administrator will review the 

documentation to determine the authenticity and propriety of the change request. If, in the 

discretion of the Fund Administrator, such change request is properly documented, the Fund 

Administrator will issue an appropriately redrawn Distribution Payment to the requesting party. 

Reissued checks will be void at the later of one hundred twenty (120) days from issuance of the 

original check or thirty (30) days from the reissuance, and in no event will a check be reissued 

after one hundred twenty (120) days from the date of the original issuance without the approval 

of Commission staff.

86. The Fund Administrator will make reasonable efforts to contact Payees who have 

failed to negotiate their Distribution Payment check and take appropriate action to follow up on 

the status of uncashed checks at the request of Commission staff. The Fund Administrator may 

reissue such checks subject to the time limits detailed herein. 

Administrative Costs

87. All Administrative Costs will be paid from the Fair Fund in accordance with the 

Commission’s Rules. 

Disposition of Undistributed Funds

88. If funds remain following the initial distribution and payment of all 

Administrative Costs, the Fund Administrator, in consultation with the Commission staff, may 

seek subsequent distribution of any available remaining funds, pursuant to the Commission’s 

Rules. 

89. A residual within the Fair Fund will be established for any amounts remaining 

after the final disbursement to Payees from the Fair Fund (the “Residual”). The Residual may 

include funds from, among other things, amounts remaining the Reserve, distribution checks that 

have not been cashed, checks or electronic payments that were not delivered or returned to the 

Commission, and tax refunds received due to the Fair Fund’s overpayment of taxes or for waiver 

of IRS penalties. 

90. Once the Fund Administrator, in consultation with the Commission staff, deems 

further distribution of the Fair Fund to investors infeasible, the Fund Administrator will direct 
17

any uncashed Distribution Payments to be voided, and return any funds remaining in the Escrow 

and Deposit Accounts to the Commission to be added to the Residual. 

91. All funds remaining in the Residual that are infeasible to distribute to investors 

will be returned to the Commission and transferred to the U.S. Treasury after the final 

accounting is approved by the Commission. Returning such money to Respondents would be 

inconsistent with the equitable principle that no Person should profit from their own wrongdoing. 

Therefore, in these circumstances, distributing disgorged funds to the U.S. Treasury is the most 

equitable alternative. 

Filing of Reports and Accountings

92. In accordance with Rule 1105(f) of the Commission’s Rules, the Fund 

Administrator shall provide to the Commission staff a progress report and a quarterly account 

statement in a format to be provided by Commission staff, within forty-five (45) days of the 

Commission’s approval of the Plan, and shall provide to Commission staff additional reports and 

quarterly account statements within ten (10) days after the end of every calendar quarter. Such 

progress reports shall inform the Commission staff of the activities and status of the Fair Fund 

during the reporting period, and shall specify, at a minimum, the location of the account(s) 

comprising the Fair Fund, including among other things, an interim accounting of all monies in 

the Fair Fund.

93. When the final distribution is completed, the Fund Administrator shall provide to 

Commission staff a final report summarizing all tasks undertaken and the outcome of its 

administrative efforts. The Fund Administrator shall make arrangement for the final payment of 

all Administrative Costs, and submit a final accounting of all monies received, earned, spent, and 

distributed in connection with the administration of the Plan in a format provided by the 

Commission staff. The Fund Administrator will also submit a report to the Commission staff 

containing the final distribution statistics regarding distributions to individuals and entities, and 

such other information requested by the Commission staff.

Termination of the Fair Fund

94. The Fair Fund will be eligible for termination and the Fund Administrator will be 

eligible for discharge after all of the following have occurred (a) a final accounting, in a standard 

accounting format provided by the Commission staff, has been submitted by the Fund 

Administrator and approved by the Commission; (b) all Administrative Costs have been paid; 

and (c) any amount remaining in the Fair Fund has been returned to the Commission for transfer 

to U.S. Treasury. Once the Commission has approved the final accounting, the Commission 

staff will seek an order from the Commission authorizing: (a) the transfer of any amounts 

remaining in the Fair Fund that is infeasible to return to investors, and any amounts returned to 

the Fair Fund in the future that are infeasible to return to investors, to the U.S. Treasury, subject 

to Section 21F(g)(3) of the Exchange Act; (b) discharge of the Fund Administrator; (c) 

cancellation of the Fund Administrator’s bond; and (d) termination of the Fair Fund.
18

95. Once the Fair Fund has been terminated and funds, if any, are transferred to the 

U.S. Treasury, no further claims will be allowed and no additional payments will be made 

whatsoever.

Miscellaneous

96. When administering this Plan, the Fund Administrator, and/or each of its 

designees, agents and assigns, may rely on: all applicable law; orders issued by the Commission, 

including orders issued by delegated authority; orders issued by an administrative law judge, if 

any, appointed in this proceeding; and any records, including records containing investor 

information, provided by Commission staff. 

97. Should any additional funds be received pursuant to Commission or Court order, 

agreement, or otherwise, prior to the Commission’s termination of the Fair Fund, such funds will 

be added to the Fair Fund and distributed, if feasible, in accordance with the Plan, pursuant to the 

Commission’s Rules. 

Wind-down and Document Retention

98. The Fund Administrator will shut down the website, P.O. Box and customer 

service telephone line(s) established specifically for the administration of the Fair Fund six (6) 

months after the transfer of any remaining funds to the Commission, or at such earlier time as the 

Fund Administrator determines with the concurrence of the Commission staff. 

99. The Fund Administrator will retain all materials submitted by Preliminary 

Claimants in either paper or electronic form for a period of six (6) years from the date of 

approval of a final fund accounting. Materials maintained in electronic form must be accessible 

and readable for the duration of retention. Pursuant to the Commission staff's direction, the Fund 

Administrator will either turn over to the Commission or destroy all materials, including 

documents in any media, upon expiration of this period.
1

Exhibit A

PLAN OF ALLOCATION

This Plan of Allocation1is designed to compensate investors based on their losses on 

shares of Health Insurance Innovations, Inc. common stock registered with the Commission and 

traded under the symbol HIIQ (the “Security”) purchased or acquired during the period when 

stock price was inflated by the company’s false and misleading statements, from March 2, 2017 

through March 12, 2019, inclusive (the “Relevant Period”) due to the misconduct of the 

Respondents.2Investors who did not purchase or acquire shares of the Security during the 

Relevant Period or who are an Excluded Party are ineligible to recover under this Plan. 

Artificial inflation in the price of the Security over various date ranges surrounding 

corrective disclosures and average closing prices of the Security during the “Lookback Period” 

(defined below) have been calculated by Commission staff economists and are reflected in Table 

A and Table B, respectively.

The Fund Administrator will calculate the amount of loss for each share of the Security 

purchased or acquired during the Relevant Period (“Recognized Loss per Share”) as follows: 

For each share of the Security purchased or acquired on March 2, 2017 through March 

12, 2019, and

A. Sold prior to November 2, 2018, the Recognized Loss per Share is $0.00.

B. Sold on or after November 2, 2018, and prior to the close of trading on March 12, 

2019, the Recognized Loss per Share is the lesser of:

1. the amount of inflation per share on the purchase/acquisition date as set 

forth in Table A below minus the amount inflation per share on the sale 

date as set forth in Table A; or

2. the purchase/acquisition price minus the sale price.

C. Sold after the close of trading on March 12, 2019 and prior to the close of trading 

on June 10, 2019 (i.e., during the “Lookback Period”), the Recognized Loss per 

Share is the least of:

1. the amount of inflation per share on the purchase/acquisition date as set 

forth in Table A; or

1

 All capitalized terms used herein but not defined shall have the same meanings ascribed to them in the Plan.

2

 The Order states that HII continued to make false and misleading statements through March 2020. Commission 

staff economists were unable to determine the amount of inflation, if any, in the stock price after the Congressional 

press release announcing an investigation into HII dated March 13, 2019. This date, therefore, serves as the final 

corrective disclosure for purposes of measuring stock price inflation in this Plan.
2

2. the purchase/acquisition price minus the sale price; or

3. the purchase/acquisition price minus the moving average closing price of 

the Security on the sale date as set forth in Table B below.

D. Held as of the close of trading on June 10, 2019, the last day of the Lookback 

Period, the Recognized Loss per Share is the lesser of:

1. the amount of inflation per share on the purchase/acquisition date as set 

forth in Table A; or

2. the purchase/acquisition price minus $25.98, the average closing price of 

the Security during the Lookback Period, as shown in the last row in Table 

B.

If the Recognized Loss per Share calculates to a negative number, reflecting a gain, the 

Recognized Loss per Share will be $0.00. 

All prices mentioned in the calculations exclude all taxes, fees and commissions. 

Purchases/acquisitions and sales shall be deemed to have occurred on the “contract” or “trade” 

date as opposed to the “settlement” or “payment” date.

Additional Provisions

FIFO Methodology: Transactions for an Eligible Claimant who made multiple 

purchases/acquisitions and sales of the Security during the Relevant Period will be matched 

according to the first-in, first-out (“FIFO”) method. The earliest sales during the Relevant Period 

will be matched first against any holdings at the opening of the Relevant Period. Once the 

beginning holdings all have been matched, or in the event that there are no beginning holdings, 

then any further sales will be matched against the earliest Relevant Period 

purchases/acquisitions, and chronologically thereafter.

Acquisitions: The receipt or grant of the Security by gift, devise, inheritance, or 

operation of law during the Relevant Period is not considered an eligible purchase if the original 

purchase did not occur during the Relevant Period. Shares acquired outside the Relevant Period 

will be excluded from the calculation of the Recognized Loss.

Options and Derivatives: Health Insurance Innovation Inc. common stock is the only 

security eligible for recovery under this Plan. Option contracts to purchase or sell the Security 

are not eligible for recovery under the Plan. With respect to the Security purchased or sold 

through the exercise of an option, the purchase/sale date is the exercise date of the call and the 

assignment date of the put, and the purchase/sale price is the strike price of the call at the time of 

exercise and the strike price of the put at the time of assignment. Transactions in the Security 

during the Relevant Period that are pursuant to, or in connection with, a swap or another 
3

derivative will not be eligible for a recovery and will be excluded from the Recognized Loss 

calculation.

Short Sales: Shares purchased during the Relevant Period to cover short positions held at 

the beginning of the Relevant Period or to cover short positions opened during the Relevant 

Period will have a Recognized Loss per Share of $0.00. The date of a “short sale” is deemed to 

be the date of sale of the Security and the date of covering a “short sale” is deemed to be the date 

of purchase of the Security. The earliest Relevant Period purchases will be matched against any 

short position existing on the date prior to the start of the Relevant Period until that short position 

is fully covered.

Recognized Loss: Recognized Loss will be the sum of the Recognized Loss per Share, as 

calculated above, on all shares of the Security purchased or acquired during the Relevant Period. 

If the Recognized Loss calculates to a negative number (i.e., a gain), then the Recognized Loss 

will be $0.00. The Recognized Loss may be adjusted according to the steps that follow. 

Market Loss Limitation: If a Preliminary Claimant’s actual market loss on shares of the 

Security purchased/acquired during the Relevant Period is less than his, her or its Recognized 

Loss, then his, her or its Recognized Loss shall be limited to the actual market loss amount. If 

the actual market loss calculates to a gain, then the Preliminary Claimant’s Recognized Loss will 

be $0.00. 

The actual market loss will be calculated as (a) the total purchase amount for shares of 

the Security purchased/acquired during the Relevant Period, 3less the sum of (b) the sales 

proceeds from shares of the Security purchased/acquired during the Relevant Period and sold 

during the Relevant Period or during the Lookback Period,4and (c) the holding value on the 

remaining of those shares purchased during the Relevant Period, which for the purposes of this 

calculation will be $25.98 per share, the moving average price as of the last day of the Lookback 

Period, as shown on the last row in Table B.5 

Eligible Claimant: A Preliminary Claimant, who is not an Excluded Party, who submitted 

a valid Claim Form, and has suffered a Recognized Loss, as calculated above, will be deemed an 

Eligible Claimant.

Allocation of Funds: If the Net Available Fair Fund is equal to or exceeds the sum of 

Recognized Losses of all Eligible Claimants, each Eligible Claimant’s distribution amount will 

equal his, her, or its Recognized Loss, plus any “Reasonable Interest” awarded. If the Net 

Available Fair Fund is less than the sum of the Recognized Losses of all Eligible Claimants, each 

Eligible Claimant’s distribution amount will equal his, her or its “Pro Rata Percentage” of the 

3 Purchases during the Relevant Period to cover short positions will be included in the calculation of actual market 

loss if the purchase is matched to a short sale during the Relevant Period. Purchases/acquisitions that are not eligible 

for recovery will not be considered for purposes of calculating the actual market loss. 

4 Sales of the Security during the Relevant Period will be matched first against the opening position and the 

proceeds of such sales will not be considered for purposes of calculating the actual market loss. Short sales will be 

considered for purposes of calculating the actual market loss.

5 Any open short positions at the end of the Lookback Period will be ignored for purposes of calculating the actual 

market loss.
4

Net Available Fair Fund. In either case, the distribution amount will be subject to the “Offset for 

Prior Recovery” and “Minimum Distribution Amount.”

Pro Rata Percentage: This computation is intended to measure Eligible Claimants’ 

Recognized Losses against one another. An Eligible Claimant’s Pro Rata Percentage will be 

calculated as the ratio of his, her or its Recognized Loss to the sum of Recognized Losses of all 

Eligible Claimants.

Prior Recovery: To avoid payment of a windfall, an Eligible Claimant’s distribution 

amount will be no larger than his, her or its Recognized Loss minus the amount of any 

compensation for the loss that resulted from the conduct described in the Order that was received 

from another source (e.g., class action settlement), to the extent known by the Fund 

Administrator (“Prior Recovery”), plus any Reasonable Interest awarded. That is, the 

distribution amount will be capped at the Recognized Loss less the Prior Recovery, plus any 

Reasonable Interest awarded. 

Reasonable Interest: If the Net Available Fair Fund exceeds the amount necessary to pay 

all Eligible Claimants their Recognized Loss (minus any Prior Recovery) in full, the Fund 

Administrator, in consultation with the Commission staff, may include interest in the distribution 

amount to compensate for the time value of money. Reasonable Interest will be calculated using 

the Short-term Applicable Federal Rate plus three percent (3%), compounded quarterly from the 

end of the Relevant Period through the approximate date of the disbursement of the funds. If 

there are insufficient funds to pay Reasonable Interest in full to all Eligible Claimants,

Reasonable Interest will be awarded on a pro-rata basis from the excess funds.

Minimum Distribution Amount: The Minimum Distribution Amount will be $10.00. An 

Eligible Claimant whose distribution amount is less than the Minimum Distribution Amount will

be deemed ineligible and his, her or its distribution amount may be reallocated on a pro-rata

basis to Eligible Claimants whose distribution amounts are greater than or equal to the Minimum 

Distribution Amount. 

Payee: An Eligible Claimant whose distribution amount equals or exceeds the Minimum 

Distribution Amount will be deemed a Payee. 

Distribution Payment: Each Payee will receive a Distribution Payment equal to his, her, 

or its calculated distribution amount. 
5

Table A: Health Insurance Innovations Common Stock Inflation Schedule

Date Range Inflation per Share

March 2, 2017 through November 1, 2018 $19.06

November 2, 2018 through November 4, 2018 $14.64

November 5, 2018 through March 12, 2019 $7.56

On or after March 13, 2019 $0.00

Table B: Health Insurance Innovations Common Stock Moving Average Closing Price 

during the Lookback Period

Date

Moving 

Average 

Closing Price 

from March 

13, 2019 to 

Date Shown Date

Moving 

Average 

Closing Price 

from March 

13, 2019 to 

Date Shown Date

Moving 

Average 

Closing Price 

from March 

13, 2019 to 

Date Shown

3/13/2019 $31.77 4/11/2019 $28.79 5/13/2019 $26.13

3/14/2019 $32.65 4/12/2019 $28.57 5/14/2019 $26.02

3/15/2019 $33.16 4/15/2019 $28.36 5/15/2019 $25.97

3/18/2019 $33.17 4/16/2019 $28.19 5/16/2019 $25.93

3/19/2019 $33.05 4/17/2019 $28.03 5/17/2019 $25.88

3/20/2019 $32.62 4/18/2019 $27.87 5/20/2019 $25.86

3/21/2019 $32.43 4/22/2019 $27.76 5/21/2019 $25.86

3/22/2019 $32.04 4/23/2019 $27.71 5/22/2019 $25.85

3/25/2019 $31.78 4/24/2019 $27.61 5/23/2019 $25.83

3/26/2019 $31.34 4/25/2019 $27.51 5/24/2019 $25.81

3/27/2019 $31.03 4/26/2019 $27.44 5/28/2019 $25.76

3/28/2019 $30.75 4/29/2019 $27.38 5/29/2019 $25.71

3/29/2019 $30.45 4/30/2019 $27.26 5/30/2019 $25.67

4/1/2019 $30.13 5/1/2019 $27.10 5/31/2019 $25.67

4/2/2019 $29.82 5/2/2019 $26.95 6/3/2019 $25.69

4/3/2019 $29.58 5/3/2019 $26.86 6/4/2019 $25.74

4/4/2019 $29.42 5/6/2019 $26.84 6/5/2019 $25.79

4/5/2019 $29.31 5/7/2019 $26.71 6/6/2019 $25.84

4/8/2019 $29.19 5/8/2019 $26.59 6/7/2019 $25.91

4/9/2019 $29.03 5/9/2019 $26.45 6/10/2019 $25.98

4/10/2019 $28.93 5/10/2019 $26.31