UNITED STATES

OMB APPROVAL

 

SECURITIES AND EXCHANGE COMMISSION

OMB Number:
3235-0145

 

Washington, D.C. 20549

Expires:
February 28, 2009

 

SCHEDULE 13G

Estimated average burden hours per response. . 10.4

 

Under the Securities Exchange Act of 1934
(Amendment No.     )*

 

EHEALTH, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

E007468

(CUSIP Number)

12/31/06

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 




 

CUSIP No. E007468

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Kleiner Perkins Caufield & Byers IX-A, L.P., a California limited partnership (“KPCB IX-A”) 94-3320707

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
California limited partnership

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
-0-

 

6.

Shared Voting Power
1,955,354

 

7.

Sole Dispositive Power
-0-

 

8.

Shared Dispositive Power
1,955,354

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,955,354

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
9.0%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

2




 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Kleiner Perkins Caufield & Byers IX-B, L.P., a California limited partnership (“KPCB IX-B”) 94-3324139

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
California limited partnership

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
-0-

 

6.

Shared Voting Power
60,367

 

7.

Sole Dispositive Power
-0-

 

8.

Shared Dispositive Power
60,367

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
60,367

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.3%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

3




 

CUSIP No. E007468

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
KPCB IX Associates, LLC, a California limited liability company (“KPCB IX Associates”) 94-3320706

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
California limited partnership

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
-0-

 

6.

Shared Voting Power
2,015,721 shares of which 1,955,354 shares are held directly by KPCB IX-A, 60,367 are held directly by KPCB IX-B.  KPCB IX Associates is the general partner of KPCB IX-A and KPCB IX-B.

 

7.

Sole Dispositive Power
-0-

 

8.

Shared Dispositive Power
2,015,721 shares of which 1,955,354 shares are held directly by KPCB IX-A, 60,367 are held directly by KPCB IX-B.  KPCB IX Associates is the general partner of KPCB IX-A and KPCB IX-B.

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,015,721

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
9.3%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

4




 

Item 1.

 

(a)

Name of Issuer
EHEALTH, INC.

 

(b)

Address of Issuer’s Principal Executive Offices
440 East Middlefield Road

Mountain View, CA 94043

 

Item 2.

 

(a)

Name of Person Filing

·                  Kleiner Perkins Caufield & Byers IX-A, L.P., a California limited partnership

 

·                  Kleiner Perkins Caufield & Byers IX-B, L.P., a California limited partnership

 

·                  KPCB IX Associates, LLC, a California limited liability company

 

(b)

Address of Principal Business Office or, if none, Residence
c/o Kleiner Perkins Caufield & Byers

2750 Sand Hill Road

Menlo Park, California 94025

 

(c)

Citizenship
The entities listed in Item 2(a) are California entities.

 

(d)

Title of Class of Securities
Common Stock

 

(e)

CUSIP Number
E007468

 

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)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

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);

 

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

5




 

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned:   

See Rows 5-11 of cover sheets hereto

 

(b)

Percent of class:   

 

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

 

 

 

(ii)

Shared power to vote or to direct the vote    

 

 

 

(iii)

Sole power to dispose or to direct the disposition of   

 

 

 

(iv)

Shared power to dispose or to direct the disposition of   

 

 

Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).

 

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

 

Not Applicable.

 

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

 

Under certain circumstances set forth in the limited partnership agreements of KPCB IX- A, KPCB IX-B, and the operating agreement of KPCB IX Associates, the general and limited partners and members of such entities may have the right to receive dividends on, or the proceeds from the sale of the securities of eHealth, Inc. held by such entity.  No such partner’s or member’s rights relate to more than five percent of the class.

 

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.

 

Item 8.

Identification and Classification of Members of the Group

 

Not Applicable.

 

Item 9.

Notice of Dissolution of Group

 

Not Applicable.

 

Item 10.

Certification

 

Not Applicable.

 

[The remainder of this page intentionally left blank.]

6




 

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.

By: KPCB IX Associates, LLC

 

a California Limited Liability Company, its General Partner

 

 

 

By: Lacob Ventures, LLC

 

Its:  Manager

 

 

 

By:

/s/ Joseph S. Lacob

 

 

 

Joseph S. Lacob, Manager

 

 

 

 

 

 

KLEINER PERKINS CAUFIELD & BYERS IX-A, L.P.,

 

a California Limited Partnership

 

 

 

By: KPCB IX Associates, LLC

 

a California Limited Liability Company, its General Partner

 

 

 

By: Lacob Ventures, LLC

 

Its:  Manager

 

 

 

By:

/s/ Joseph S. Lacob

 

 

 

Joseph S. Lacob, Manager

 

 

 

 

 

 

KLEINER PERKINS CAUFIELD & BYERS IX-B, L.P.,

 

a California Limited Partnership

 

 

 

By: KPCB IX Associates, LLC

 

a California Limited Liability Company, its General Partner

 

 

 

By: Lacob Ventures, LLC

 

Its:  Manager

 

 

 

By:

/s/ Joseph S. Lacob

 

 

 

Joseph S. Lacob, Manager

 

 

7




EXHIBIT INDEX

Exhibit

 

Found on
Sequentially
Numbered Page

Exhibit A: Agreement of Joint Filing

 

9

 

8




EXHIBIT A

Agreement of Joint Filing

The undersigned hereby agree that they are filing jointly pursuant to Rule 13d-1 of the Act the statement dated February 14, 2007 containing the information required by Schedule 13G, for the securities of eHealth, Inc., held by Kleiner Perkins Caufield & Byers IX-A, L.P., a California limited partnership, and Kleiner Perkins Caufield & Byers IX-B, L.P., a California limited partnership, and with respect to its general partner, such other holdings as may be reported therein.

 

Date:

February 14, 2007

 

 

 

 

 

KPCB IX ASSOCIATES, LLC,

 

a California Limited Liability Company

 

 

 

By: Lacob Ventures, LLC

 

Its:  Manager

 

 

 

By:

/s/  Joseph S. Lacob

 

 

 

Joseph S. Lacob, Manager

 

 

 

 

 

 

 

 

KLEINER PERKINS CAUFIELD & BYERS IX-A, L.P.,

 

a California Limited Partnership

 

 

 

By:

KPCB IX Associates, LLC

 

a California Limited Liability Company, its General Partner

 

 

 

By: Lacob Ventures, LLC

 

Its:  Manager

 

 

 

By:

/s/  Joseph S. Lacob

 

 

 

Joseph S. Lacob, Manager

 

 

 

 

 

 

 

 

KLEINER PERKINS CAUFIELD & BYERS IX-B, L.P.,

 

a California Limited Partnership

 

 

 

By:

KPCB IX Associates, LLC

 

a California Limited Liability Company, its General Partner

 

 

 

By: Lacob Ventures, LLC

 

Its:  Manager

 

 

 

By:

/s/  Joseph S. Lacob

 

 

 

Joseph S. Lacob, Manager

 

 

9