SEC Filing | eHealth, Inc.

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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Gibbs Samuel C III

(Last)

(First)

(Middle)

C/O EHEALTH, INC.

440 EAST MIDDLEFIELD RD

(Street)

MOUNTAIN VIEW

94043

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/23/2011

3. Issuer Name and Ticker or Trading Symbol
eHealth, Inc. [ EHTH ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Senior Vice President

5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	6,000	I⁽¹⁾	By Trust
Common Stock	4,585⁽²⁾	D
Common Stock	1,285⁽³⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy)	⁽⁴⁾	12/14/2015	Common Stock	3,220	8.8	D
Employee Stock Option (right to buy)	⁽⁴⁾	12/14/2015	Common Stock	10,947	8.8	D
Employee Stock Option (right to buy)	⁽⁵⁾	03/18/2015	Common Stock	10,625	21.16	D
Employee Stock Option (right to buy)	⁽⁶⁾	03/16/2017	Common Stock	5,300	18.37	D

Explanation of Responses:

1. Shares are held by Samuel C Gibbs & Cynthia B Gibbs, TTEEs u/a DTD 4/27/1995 Gibbs Revocable Trust.

2. This represents an award of restricted stock units. Each unit represents a contingent right to receive one share of the Issuer's common stock upon vesting. The restricted stock units vest in four equal annual installments beginning February 13, 2008.

3. This represents an award of restricted stock units. Each unit represents a contingent right to receive one share of the Issuer's common stock upon vesting. The restricted stock units vest in four equal annual installments from the vesting commencement date of February 16, 2010.

4. Immediately exercisable for all option shares. The option shares became fully vested on 12/14/2010.

5. The option shares become vested as to 25% of the shares one year after February 13, 2008 and 1/48th of the shares upon each month of continuous service thereafter.

6. The option shares become vested as to 25% of the shares one year after February 16, 2010 and 1/48th of the shares upon each month of continuous service thereafter.

Remarks:

	/s/ Jennifer Thompson, as attorney-in-fact for Samuel C. Gibbs III	04/01/2011
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

POWER OF ATTORNEY

The undersigned, as a Section 16 reporting person of eHealth, Inc. (the "Corporation")

under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), hereby

constitutes and appoints Scott Giesler, Vice President of Legal Affairs and Assistant

Secretary

of the Corporation, Chi-Mei Cheng and Jennifer Cashio of the Corporation, and Patrick

Schultheis of Wilson Sonsini Goodrich and Rosati, P.C. ("WSGR"), each acting solely

in his or

her capacity as an employee of the Corporation or WSGR, as applicable, and each of

them, as the

undersigned's true and lawful attorney-in-fact for the following actions (only for so long

as such

individual remains an employee of the Corporation or WSGR, as applicable):

to complete and execute Forms 3, 4 and 5 and other forms and all amendments

thereto as such attorney-in-fact shall in his discretion determine to be required or

advisable pursuant to Section 16 of the Exchange Act and the rules and

regulations promulgated thereunder, or any successor laws and regulations, as a

consequence of the undersigned's ownership, acquisition or disposition of

securities of the Corporation; and

to do all acts necessary in order to file such forms with the Securities and

Exchange Commission, any securities exchange or national association, the

Corporation and such other person or agency as the attorney-in-fact shall deem

necessary or appropriate.

The undersigned hereby ratifies and confirms all that said attorneys-in-fact and agents

shall do or cause to be done by virtue hereof. The undersigned acknowledges that the

foregoing

attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not

assuming,

nor is the Corporation assuming, any of the undersigned's responsibilities to comply

with

Section 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no

longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of

and

transactions in securities issued by the Corporation, unless earlier revoked by the

undersigned in a

signed writing delivered to the foregoing attorneys-in-fact.

I hereby revoke any and all powers of attorney relating to the foregoing actions that

previously have been signed by me. However, the preceding sentence shall not have the

effect of revoking any powers of attorney that are unrelated to the foregoing actions

that

previously have been signed by me.



IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be

executed as of this 30th day of March, 2011.

Signature: /s/ Sam Gibbs

Print Name: Sam Gibbs