SEC Filing | eHealth, Inc.

View:

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

SCHAEPE CHRISTOPHER J

(Last)

(First)

(Middle)

C/O LIGHTSPEED VENTURE PARTNERS

2200 SAND HILL ROAD

(Street)

MENLO PARK

94025

(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	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/18/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/18/2006		C		232,298⁽¹⁾	A	$0⁽¹⁰⁾	242,104	D⁽¹⁾
Common Stock	10/18/2006		C		60,817⁽¹⁾⁽¹³⁾	A	$0⁽¹¹⁾	302,921	D⁽¹⁾
Common Stock	10/18/2006		C		56,086⁽¹⁾	A	$0⁽¹²⁾	359,007	D⁽¹⁾
Common Stock	10/18/2006		C		265,669⁽²⁾	A	$0⁽¹⁰⁾	276,884	D⁽²⁾
Common Stock	10/18/2006		C		69,554⁽²⁾⁽¹³⁾	A	$0⁽¹¹⁾	346,438	D⁽²⁾
Common Stock	10/18/2006		C		64,130⁽²⁾	A	$0⁽¹²⁾	410,568	D⁽²⁾
Common Stock	10/18/2006		C		33,479⁽³⁾	A	$0⁽¹⁰⁾	34,892	D⁽³⁾
Common Stock	10/18/2006		C		8,765⁽³⁾⁽¹³⁾	A	$0⁽¹¹⁾	43,657	D⁽³⁾
Common Stock	10/18/2006		C		8,096⁽³⁾	A	$0⁽¹²⁾	51,753	D⁽³⁾
Common Stock	10/18/2006		C		10,293⁽⁴⁾	A	$0⁽¹⁰⁾	10,727	D⁽⁴⁾
Common Stock	10/18/2006		C		2,695⁽⁴⁾⁽¹³⁾	A	$0⁽¹¹⁾	13,422	D⁽⁴⁾
Common Stock	10/18/2006		C		2,485⁽⁴⁾	A	$0⁽¹²⁾	15,907	D⁽⁴⁾
Common Stock	10/18/2006		C		433,391⁽⁵⁾	A	$0⁽¹⁰⁾	451,687	D⁽⁵⁾
Common Stock	10/18/2006		C		113,466⁽⁵⁾⁽¹³⁾	A	$0⁽¹¹⁾	565,153	D⁽⁵⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Convertible Preferred Stock	⁽¹⁰⁾	10/18/2006		C			232,298	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	232,298	$0	0	D⁽¹⁾
Series A Convertible Preferred Stock	⁽¹⁰⁾	10/18/2006		C			265,669	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	265,669	$0	0	D⁽²⁾
Series A Convertible Preferred Stock	⁽¹⁰⁾	10/18/2006		C			33,479	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	33,479	$0	0	D⁽³⁾
Series A Convertible Preferred Stock	⁽¹⁰⁾	10/18/2006		C			10,293	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	10,293	$0	0	D⁽⁴⁾
Series A Convertible Preferred Stock	⁽¹⁰⁾	10/18/2006		C			433,391	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	433,391	$0	0	D⁽⁵⁾
Series A Convertible Preferred Stock	⁽¹⁰⁾	10/18/2006		C			3,629	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	3,629	$0	0	D⁽⁶⁾
Series A Convertible Preferred Stock	⁽¹⁰⁾	10/18/2006		C			88,953	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	88,953	$0	0	D⁽⁷⁾
Series A Convertible Preferred Stock	⁽¹⁰⁾	10/18/2006		C			9,751	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	9,751	$0	0	D⁽⁸⁾
Series A Convertible Preferred Stock	⁽¹⁰⁾	10/18/2006		C			6,013	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	6,013	$0	0	D⁽⁹⁾
Series B Convertible Preferred Stock	⁽¹¹⁾	10/18/2006		C			46,266	⁽¹¹⁾	⁽¹¹⁾	Common Stock	60,817⁽¹³⁾	$0	0	D⁽¹⁾
Series B Convertible Preferred Stock	⁽¹¹⁾	10/18/2006		C			52,913	⁽¹¹⁾	⁽¹¹⁾	Common Stock	69,554⁽¹³⁾	$0	0	D⁽²⁾
Series B Convertible Preferred Stock	⁽¹¹⁾	10/18/2006		C			6,668	⁽¹¹⁾	⁽¹¹⁾	Common Stock	8,765⁽¹³⁾	$0	0	D⁽³⁾
Series B Convertible Preferred Stock	⁽¹¹⁾	10/18/2006		C			2,050	⁽¹¹⁾	⁽¹¹⁾	Common Stock	2,695⁽¹³⁾	$0	0	D⁽⁴⁾
Series B Convertible Preferred Stock	⁽¹¹⁾	10/18/2006		C			86,319	⁽¹¹⁾	⁽¹¹⁾	Common Stock	113,466⁽¹³⁾	$0	0	D⁽⁵⁾

1. Name and Address of Reporting Person^*

SCHAEPE CHRISTOPHER J

(Last)

(First)

(Middle)

C/O LIGHTSPEED VENTURE PARTNERS

2200 SAND HILL ROAD

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Weiss, Peck & Greer Venture Associates V Cayman, L.P.

(Last)

(First)

(Middle)

2200 SAND HILL ROAD

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

WPG Information Sciences Entrepreneur Fund II, L.L.C

(Last)

(First)

(Middle)

2200 SAND HILL ROAD

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

WPG Information Sciences Entrepreneur Fund II-A, L.L.C

(Last)

(First)

(Middle)

2200 SAND HILL ROAD

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

WPG VC Fund Adviser, L.L.C.

(Last)

(First)

(Middle)

2200 SAND HILL ROAD

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

WPG VC FUND ADVISER II, L.L.C.

(Last)

(First)

(Middle)

2200 SAND HILL ROAD

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Explanation of Responses:

1. Shares are held by WPG Enterprise Fund III, LLC ("WPGEF III"). Mr. Schaepe is a managing member of WPG VC Fund Adviser, LLC, which is the fund investment advisory member of WPGEF III. Mr. Schaepe disclaims beneficial ownership of any of the shares held by WPGEF III, except to the extent of his pecuniary interest therein.

2. Shares are held by Weiss, Peck & Greer Venture Associates IV, LLC ("WPGVA IV"). Mr. Schaepe is a managing member of WPG VC Fund Adviser, LLC, which is the fund investment advisory member of WPGVA IV. Mr. Schaepe disclaims beneficial ownership of any of the shares held by WPGVA IV, except to the extent of his pecuniary interest therein.

3. Shares are held by Weiss, Peck & Greer Venture Associates IV Cayman, LP ("WPGVA IV Cayman"). Mr. Schaepe is a managing member of WPG VC Fund Adviser, LLC, which is the fund investment advisory partner of WPGVA IV Cayman. Mr. Schaepe disclaims beneficial ownership of any of the shares held by WPGVA IV Cayman, except to the extent of his pecuniary interest therein.

4. Shares are held by WPG Information Sciences Entrepreneur Fund, LP ("WPGISEF"). Mr. Schaepe is a managing member of WPG VC Fund Adviser, LLC, which is the general partner of WPGISEF. Mr. Schaepe disclaims beneficial ownership of any of the shares held by WPGISEF, except to the extent of his pecuniary interest therein.

5. Shares are held by Weiss, Peck & Greer Venture Associates V, LLC ("WPGVA V"). Mr. Schaepe is a managing member of WPG VC Fund Adviser II, LLC, which is the fund investment advisory member of WPGVA V. Mr. Schaepe disclaims beneficial ownership of any of the shares held by WPGVA V, except to the extent of his pecuniary interest therein.

6. Shares are held by Weiss, Peck & Greer Venture Associates V-A, LLC ("WPGVA V-A"). Mr. Schaepe is a managing member of WPG VC Fund Adviser II, LLC, which is the fund investment advisory member of WPGVA V-A. Mr. Schaepe disclaims beneficial ownership of any of the shares held by WPGVA V-A, except to the extent of his pecuniary interest therein.

7. Shares are held by Weiss, Peck & Greer Venture Associates V Cayman, LP ("WPGVA V Cayman"). Mr. Schaepe is a managing member of WPG VC Fund Adviser II, LLC, which is the fund investment advisory partner of WPGVA V Cayman. Mr. Schaepe disclaims beneficial ownership of any of the shares held by WPGVA V Cayman, except to the extent of his pecuniary interest therein.

8. Shares are held by WPG Information Sciences Entrepreneur Fund II, LLC ("WPGISEF II"). Mr. Schaepe is a managing member of WPG VC Fund Adviser II, LLC, which is the fund investment advisory member of WPGISEF II. Mr. Schaepe disclaims beneficial ownership of any of the shares held by WPGISEF II, except to the extent of his pecuniary interest therein.

9. Shares are held by WPG Information Sciences Entrepreneur Fund II-A, LLC ("WPGISEF II-A"). Mr. Schaepe is a managing member of WPG VC Fund Adviser II, LLC, which is the fund investment advisory member of WPGISEF II-A. Mr. Schaepe disclaims beneficial ownership of any of the shares held by WPGISEF II-A, except to the extent of his pecuniary interest therein.

10. The Series A Convertible Preferred Stock converted into Issuer's common stock on a 1-for-1 basis and had no expiration date.

11. The Series B Convertible Preferred Stock converted into Issuer's common stock on a 1-for-1.3145 basis and had no expiration date.

12. The Series C Convertible Preferred Stock converted into Issuer's common stock on a 1-for-1 basis and had no expiration date.

13. Reflects the 1-for-1.3145 conversion ratio which became effective upon the closing of the Issuer's initial public offering.

Remarks:

This is the third of four Forms 4 filed by the Reporting Person on this date to report transactions occurring on October 18, 2006 because there are more than 10 joint filers and multiple transactions. See Exhibit 99 Joint Filer Information

	/s/ Christopher J. Schaepe	10/18/2006
	/s/ Christopher J. Schaepe, Managing Member, WPG VC Fund Adviser, LLC, for WPGEF III, WPGVA IV, WPGVA IV Cayman, WPGISEF	10/18/2006
	/s/ Christopher J. Schaepe, Managing Member, WPG VC Fund Adviser II, LLC, for WPGVA V, WPGVA V-A, WPGVA V Cayman, WPGISEF II, WPGISEF II-A	10/18/2006
	** 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.
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.

rrd116604_131088.html

Exhibit 99

Name: WPG Enterprise Fund III, LLC
Address: c/o Lightspeed Venture Partners, 2200 Sand Hill Road,
Menlo Park, CA 94025
Designated Filer: Schaepe, Christopher J.
Issuer and Ticker Symbol:eHealth, Inc.(EHTH)
Date of Event Requiring Statement: October 18, 2006

Name: Weiss, Peck & Greer Venture Associates IV, LLC
Address: c/o Lightspeed Venture Partners, 2200 Sand Hill Road,
Menlo Park, CA 94025
Designated Filer: Schaepe, Christopher J.
Issuer and Ticker Symbol: eHealth, Inc.  (EHTH)
Date of Event Requiring Statement: October 18, 2006

Name: Weiss, Peck & Greer Venture Associates IV Cayman, LP,
Address: c/o Lightspeed Venture Partners, 2200 Sand Hill Road,
Menlo Park, CA  94025
Designated Filer: Schaepe, Christopher J.
Issuer and Ticker Symbol:eHealth, Inc.  (EHTH)
Date of Event Requiring Statement: October 18, 2006

Name: WPG Information Sciences Entrepreneur Fund, LP
Address: c/o Lightspeed Venture Partners, 2200 Sand Hill Road,
Menlo Park, CA  94025
Designated Filer: Schaepe, Christopher J.
Issuer and Ticker Symbol: eHealth, Inc.  (EHTH)
Date of Event Requiring Statement:  October 18, 2006

Name: Weiss, Peck & Greer Venture Associates V, LLC
Address: c/o Lightspeed Venture Partners, 2200 Sand Hill Road,
Menlo Park, CA  94025
Designated Filer: Schaepe, Christopher J.
Issuer and Ticker Symbol: eHealth, Inc.  (EHTH)
Date of Event Requiring Statement:  October 18, 2006

Name: Weiss, Peck & Greer Venture Associates V-A, LLC
Address: c/o Lightspeed Venture Partners, 2200 Sand Hill Road,
Menlo Park, CA  94025
Designated Filer: Schaepe, Christopher J.
Issuer and Ticker Symbol: eHealth, Inc.  (EHTH)
Date of Event Requiring Statement:  October 18, 2006

Name: Weiss, Peck & Greer Venture Associates V Cayman, LP
Address: c/o Lightspeed Venture Partners, 2200 Sand Hill Road,
Menlo Park, CA  94025
Designated Filer: Schaepe, Christopher J.
Issuer and Ticker Symbol: eHealth, Inc.  (EHTH)
Date of Event Requiring Statement:  October 18, 2006

Name: WPG Information Sciences Entrepreneur Fund II, LLC
Address: c/o Lightspeed Venture Partners, 2200 Sand Hill Road,
Menlo Park, CA  94025
Designated Filer: Schaepe, Christopher J.
Issuer and Ticker Symbol:  eHealth, Inc.(EHTH)
Date of Event Requiring Statement: October 18, 2006

Name: WPG Information Sciences Entrepreneur Fund II-A, LLC
Address:c/o Lightspeed Venture Partners, 2200 Sand Hill Road,
Menlo Park, CA 94025
Designated Filer: Schaepe, Christopher J.
Issuer and Ticker Symbol:  eHealth, Inc.  (EHTH)
Date of Event Requiring Statement: October 18, 2006

Name: WPG VC Fund Adviser, LLC
Address: c/o Lightspeed Venture Partners, 2200 Sand Hill Road,
Menlo Park, CA 94025
Designated Filer: Schaepe, Christopher J.
Issuer and Ticker Symbol:  eHealth, Inc.  (EHTH)
Date of Event Requiring Statement: October 18, 2006

Name: WPG VC Fund Adviser II, LLC
Address: c/o Lightspeed Venture Partners, 2200 Sand Hill Road,
Menlo Park, CA 94025
Designated Filer: Schaepe, Christopher J.
Issuer and Ticker Symbol:eHealth, Inc.  (EHTH)
Date of Event Requiring Statement: October 18, 2006