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*
Jennings Jay Walter

(Last) (First) (Middle)
C/O EHEALTH, INC.
440 EAST MIDDLEFIELD ROAD

(Street)
MOUNTAIN VIEW CA 94043

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
10/01/2016
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)
SVP, Finance and PAO
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 13,055 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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) (1) 03/16/2017 Common Stock 5,300 18.37 D
Stock Option (right to buy) (2) 04/19/2018 Common Stock 5,300 12.43 D
Stock Option (right to buy) (3) 04/17/2019 Common Stock 5,300 16.73 D
Explanation of Responses:
1. Currently fully vested and exercisable. The option became vested as to 25% of the shares 1 year after Feburary 16, 2010 and 1/48th of the shares upon completion of each month of continuous service thereafter.
2. Currently fully vested and exercisable. The option became vested as to 25% of the shares 1 year after Feburary 28, 2011 and 1/48th of the shares upon completion of each month of continuous service thereafter.
3. Currently fully vested and exercisable. The option became vested as to 25% of the shares 1 year after March 21, 2012 and 1/48th of the shares upon completion of each month of continuous service thereafter.
Remarks:
/s/ Scott Giesler as attorney-in-fact for Jay W. Jennings 10/05/2016
** 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, SVP



and General Counsel of the Corporation, Christine Wong and Matt



Enriquez of the Corporation, and J. Randall Lewis 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 4 day of October, 2016.











Signature:  /s/ Matt Enriquez, as attorney-in-fact for Jay W. Jennings







Print Name:  Jay Jennings