SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
LIVINGSTON RANDALL S

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

(Street)
MOUNTAIN VIEW CA 94043

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
eHealth, Inc. [ EHTH ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/01/2018
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 08/01/2018 M(1) 10,000 A $12.4 74,704(2) D
Common Stock 08/01/2018 S(1) 10,000 D $25 64,704(2) D
Common Stock 08/01/2018 M(1) 3,250 A $17.76 67,954(2) D
Common Stock 08/01/2018 S(1) 3,250 D $25 64,704(2) D
Common Stock 08/01/2018 M(1) 7,500 A $12.2 72,204(2) D
Common Stock 08/01/2018 S(1) 7,500 D $25 64,704(2) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $12.4 08/01/2018 M(1) 10,000 (3) 12/17/2018 Common Stock 10,000 $0 0 D
Employee Stock Option (right to buy) $17.76 08/01/2018 M(1) 3,250 (4) 06/09/2019 Common Stock 3,250 $0 0 D
Employee Stock Option (right to buy) $12.2 08/01/2018 M(1) 7,500 (4) 06/15/2020 Common Stock 7,500 $0 0 D
Explanation of Responses:
1. The transactions reported on this date were effected pursuant to a Rule 10b5-1 trading plan.
2. Total amount of shares beneficially owned includes shares deferred upon vesting of certain restricted stock units. The deferred shares will be settled in accordance with the terms of the deferral election.
3. Immediately exercisable for all shares subject to the option. The option vested as to 25% of the shares one year after December 17, 2008 and 1/48th of the shares upon completion of each month of continuous service thereafter.
4. Immediately exercisable for all shares subject to the option. The option vested as to 100% of the shares on the day prior to the Company's annual stockholder meeting approximately one year following the grant date.
Remarks:
/s/ Scott Giesler, as attorney-in-fact for Randall S. Livingston 08/03/2018
** 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 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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