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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Health In Tech, Inc. (Name of Issuer) |
Class A Common Stock, $0.001 par value per share (Title of Class of Securities) |
42217D102 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 42217D102 |
| 1 | Names of Reporting Persons
Tim Johnson | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
32,170,448.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
60.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) Represents (i) 22,315,651 shares of Class A Common Stock, (ii) 82,500 restricted shares of Class A Common Stock granted pursuant to the Health in Tech Equity Incentive Plan, which vest six months after the closing of the issuer's initial public offering, or June 24, 2025, subject to the reporting person's continued service with the issuer through such vesting date, (iii) 37,590 restricted shares of Class A Common Stock granted pursuant to the Health in Tech Equity Incentive Plan, which vest in equal quarterly installments over two years following the issuer's initial public offering, subject to the reporting person's continued service with the issuer through each vesting date, (iv) 9,000,000 shares of Class B Common Stock, with each share convertible at any time into one share of Class A Common Stock for no additional consideration, (v) 495,000 options to purchase shares of Class A Common Stock granted pursuant to the Health in Tech Equity Incentive Plan, which vest six months after the closing of the issuer's initial public offering, or June 24, 2025, subject to the reporting person's continued service with the issuer through such vesting date, (vi) 170,115 options to purchase shares of Class A Common Stock granted pursuant to the Health in Tech Equity Incentive Plan, which vest over three years, with one-third of the options vested upon the issuer's initial public offering on December 24, 2024 and the remaining two-thirds vesting in equal quarterly installments over the remaining two years, subject to the reporting person's continued service with the issuer through each vesting date, and (vii) 69,592 options to purchase shares of Class A Common Stock granted pursuant to the Health in Tech Equity Incentive Plan, which vested upon the issuer's initial public offering on December 24, 2024. (2) This percentage is based on 42,369,358 shares of Class A Common Stock outstanding, 1,145,182 shares of restricted stock outstanding, and an aggregate of 9,734,707 shares, comprised of (i) 9,000,000 shares of Class B Common Stock, and (ii) an aggregate of 734,707 options to purchase shares of Class A Common Stock granted pursuant to the Health in Tech Equity Incentive Plan, which are deemed to be outstanding and beneficially owned by the reporting person for the purpose of computing the percentage ownership of that person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. The number of shares outstanding is based on the Issuer's Prospectus filed pursuant to Rule 424(b)(4) by the issuer with the Securities and Exchange Commission on December 23, 2024.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Health In Tech, Inc. | |
| (b) | Address of issuer's principal executive offices:
701 S. Colorado Ave, Suite 1, Stuart, FL 34994 | |
| Item 2. | ||
| (a) | Name of person filing:
Tim Johnson | |
| (b) | Address or principal business office or, if none, residence:
s/o Health In Tech, Inc.
701 S. Colorado Ave, Suite 1
Stuart, FL 34994 | |
| (c) | Citizenship:
United States | |
| (d) | Title of class of securities:
Class A Common Stock, $0.001 par value per share | |
| (e) | CUSIP No.:
42217D102 | |
| 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: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | 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);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
32,170,448. Represents (i) 22,315,651 shares of Class A Common Stock, (ii) 82,500 restricted shares of Class A Common Stock granted pursuant to the Health in Tech Equity Incentive Plan, which vest six months after the closing of the issuer's initial public offering, or June 24, 2025, subject to the reporting person's continued service with the issuer through such vesting date, (iii) 37,590 restricted shares of Class A Common Stock granted pursuant to the Health in Tech Equity Incentive Plan, which vest in equal quarterly installments over two years following the issuer's initial public offering, subject to the reporting person's continued service with the issuer through each vesting date, (iv) 9,000,000 shares of Class B Common Stock, with each share convertible at any time into one share of Class A Common Stock for no additional consideration, (v) 495,000 options to purchase shares of Class A Common Stock granted pursuant to the Health in Tech Equity Incentive Plan, which vest six months after the closing of the issuer's initial public offering, or June 24, 2025, subject to the reporting person's continued service with the issuer through such vesting date, (vi) 170,115 options to purchase shares of Class A Common Stock granted pursuant to the Health in Tech Equity Incentive Plan, which vest over three years, with one-third of the options vested upon the issuer's initial public offering on December 24, 2024 and the remaining two-thirds vesting in equal quarterly installments over the remaining two years, subject to the reporting person's continued service with the issuer through each vesting date, and (vii) 69,592 options to purchase shares of Class A Common Stock granted pursuant to the Health in Tech Equity Incentive Plan, which vested upon the issuer's initial public offering on December 24, 2024. | |
| (b) | Percent of class:
60.4%. This percentage is based on 42,369,358 shares of Class A Common Stock outstanding, 1,145,182 shares of restricted stock outstanding and an aggregate of 9,734,707 shares, comprised of (i) 9,000,000 shares of Class B Common Stock, and (ii) an aggregate of 734,707 options to purchase shares of Class A Common Stock granted pursuant to the Health in Tech Equity Incentive Plan, which are deemed to be outstanding and beneficially owned by the reporting person for the purpose of computing the percentage ownership of that person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. The number of shares outstanding is based on the Issuer's Prospectus filed pursuant to Rule 424(b)(4) by the issuer with the Securities and Exchange Commission on December 23, 2024. | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
32,170,448. Represents (i) 22,315,651 shares of Class A Common Stock, (ii) 82,500 restricted shares of Class A Common Stock granted pursuant to the Health in Tech Equity Incentive Plan, which vest six months after the closing of the issuer's initial public offering, or June 24, 2025, subject to the reporting person's continued service with the issuer through such vesting date, (iii) 37,590 restricted shares of Class A Common Stock granted pursuant to the Health in Tech Equity Incentive Plan, which vest in equal quarterly installments over two years following the issuer's initial public offering, subject to the reporting person's continued service with the issuer through each vesting date, (iv) 9,000,000 shares of Class B Common Stock, with each share convertible at any time into one share of Class A Common Stock for no additional consideration, (v) 495,000 options to purchase shares of Class A Common Stock granted pursuant to the Health in Tech Equity Incentive Plan, which vest six months after the closing of the issuer's initial public offering, or June 24, 2025, subject to the reporting person's continued service with the issuer through such vesting date, (vi) 170,115 options to purchase shares of Class A Common Stock granted pursuant to the Health in Tech Equity Incentive Plan, which vest over three years, with one-third of the options vested upon the issuer's initial public offering on December 24, 2024 and the remaining two-thirds vesting in equal quarterly installments over the remaining two years, subject to the reporting person's continued service with the issuer through each vesting date, and (vii) 69,592 options to purchase shares of Class A Common Stock granted pursuant to the Health in Tech Equity Incentive Plan, which vested upon the issuer's initial public offering on December 24, 2024. | ||
| (ii) Shared power to vote or to direct the vote:
0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
32,170,448. Represents (i) 22,315,651 shares of Class A Common Stock, (ii) 82,500 restricted shares of Class A Common Stock granted pursuant to the Health in Tech Equity Incentive Plan, which vest six months after the closing of the issuer's initial public offering, or June 24, 2025, subject to the reporting person's continued service with the issuer through such vesting date, (iii) 37,590 restricted shares of Class A Common Stock granted pursuant to the Health in Tech Equity Incentive Plan, which vestin equal quarterly installments over two years following the issuer's initial public offering, subject to the reporting person's continued service with the issuer through each vesting date, (iv) 9,000,000 shares of Class B Common Stock, with each share convertible at any time into one share of Class A Common Stock for no additional consideration, (v) 495,000 options to purchase shares of Class A Common Stock granted pursuant to the Health in Tech Equity Incentive Plan, which vest six months after the closing of the issuer's initial public offering, or June 24, 2025, subject to the reporting person's continued service with the issuer through such vesting date, (vi) 170,115 options to purchase shares of Class A Common Stock granted pursuant to the Health in Tech Equity Incentive Plan, which vest over three years, with one-third of the options vested upon the issuer's initial public offering on December 24, 2024 and the remaining two-thirds vesting in equal quarterly installments over the remaining two years, subject to the reporting person's continued service with the issuer through each vesting date, and (vii) 69,592 options to purchase shares of Class A Common Stock granted pursuant to the Health in Tech Equity Incentive Plan, which vested upon the issuer's initial public offering on December 24, 2024. | ||
| (iv) Shared power to dispose or to direct the disposition of:
0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| 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.
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