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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
eHealth, Inc. [ EHTH ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/13/2013 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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, $0.001 par value per share | 02/13/2013 | S | 27,640 | D | $25.5(1) | 2,259,741 | I | See Footnote(3) | ||
Common Stock, $0.001 par value per share | 02/14/2013 | S | 7,622 | D | $25.516(2) | 2,252,119 | I | See Footnote(3) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.50 to $25.5001, inclusive. The reporting person undertakes to provide to eHealth, Inc., any security holder of eHealth, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (1) and (2). |
2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.50 to $25.5191, inclusive. |
3. HealthCor Management, L.P. is the investment manager of HealthCor Offshore Master Fund, L.P. and HealthCor Long Offshore Master Fund L.P., which are the direct beneficial owners of the securities reported herein. The general partner of HealthCor Offshore Master Fund, L.P. is HealthCor Offshore GP, LLC. The general partner of HealthCor Long Offshore Master Fund L.P. is HealthCor Long Master GP, LLC. HealthCor Group, LLC is the managing member of HealthCor Offshore GP, LLC and HealthCor Long Master GP, LLC. HealthCor Associates, LLC is the general partner of HealthCor Management. L.P., and Arthur Cohen and Joseph Healey are the managers of HealthCor Associates, LLC. Each of the reporting persons disclaims beneficial ownership of any and all such securities in excess of its or his own pecuniary interest. |
Remarks: |
HealthCor Management, L.P., by HealthCor Associates, LLC, its general partner, By: /s/ John H. Coghlin , General Counsel | 02/15/2013 | |
HealthCor Associates, LLC, By: /s/ John H. Coghlin, General Counsel | 02/15/2013 | |
HealthCor Offshore GP, LLC, for itself and as general partner on behalf of HealthCor Offshore Master Fund, L.P., by HealthCor Group, LLC, its general partner, By: /s/ John H. Coghlin , General Counsel | 02/15/2013 | |
HealthCor Group, LLC, By: /s/ John H. Coghlin, General Counsel | 02/15/2013 | |
HealthCor Long Master GP, LLC, for itself and as general partner on behalf of HealthCor Long Offshore Master Fund, L.P., by HealthCor Group, LLC, its general partner, By: /s/ John H. Coghlin , General Counsel | 02/15/2013 | |
/s/ John H. Coghlin as attorney-in-fact for Arthur Cohen | 02/15/2013 | |
/s/ John H. Coghlin as attorney-in-fact for Joseph Healey | 02/15/2013 | |
** 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. |