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* Tsao Tom G. (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) 03/26/2014	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, Product Management	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	3,624(1)	D
Common Stock	5,889(2)	D
Common Stock	9,292(3)	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
Employee Stock Option (right to buy)	(4)	07/17/2019	Common Stock	11,667	17.7	D

Explanation of Responses:

1. This represents an award of restricted stock units. Each unit represents a contingent right to receive one share of the Issuer's common stock upon vesting. The restricted stock units vest in four equal annual installments from the vesting commencement date of June 11, 2012, subject to the reporting person's continued service through each vesting date.

2. This represents an award of restricted stock units. Each unit represents a contingent right to receive one share of the Issuer's common stock upon vesting. The restricted stock units vest in four equal annual installments from the vesting commencement date of March 20, 2013, subject to the reporting person's continued service through each vesting date.

3. The reported shares represent the number of shares eligible for service-based vesting as a result of the achievement of 2013 performance measures under a performance based restricted stock unit grant. The reported shares will vest in four equal annual installments from the vesting commencement date of March 20, 2013, subject to the reporting person's continued service through each vesting date.

4. The option shares become vested as to 25% of the shares one year after June 11, 2012 and 1/48th of the shares upon each month of continuous service thereafter.

Remarks:

	/s/ Jennifer Cashio, as attorney-in-fact for Tom G. Tsao	04/02/2014
	** 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.
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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, General Counsel and Secretary of the Corporation,

Jennifer Cashio and Colby Lish of the Corporation, and Patrick

Schultheis 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 theCorporation 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 26, day of March, 2014.

Signature: /s/ Tom H. Tsao

Print Name: Tom H. Tsao