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*
Goldberg Michael

(Last) (First) (Middle)
C/O EHEALTH, INC.
2625 AUGUSTINE DRIVE, SECOND FLOOR

(Street)
SANTA CLARA CA 95054

(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)
05/08/2019
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 05/08/2019 M(1) 7,500 A $12.2 81,391(2) D
Common Stock 05/08/2019 S(1) 3,100 D $62.6517(3) 78,291(2) D
Common Stock 05/08/2019 S(1) 3,180 D $63.3031(4) 75,111(2) D
Common Stock 05/08/2019 S(1) 1,220 D $64.5082(5) 73,891(2) D
Common Stock 44,419 I By Trust(6)
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) $12.2 05/08/2019 M(1) 7,500 (7) 06/15/2020 Common Stock 7,500 $12.2 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. The price reported in Table I, Column 4 for sales on 5/8/2019 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $62.04 to $63.02, inclusive. The reporting person undertakes to provide to eHealth, Inc., any security holder of eHealth Inc., or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (3) to (5) of this Form 4.
4. The price reported in Table I, Column 4 for sales on 5/8/2019 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $63.04 to $63.72, inclusive.
5. The price reported in Table I, Column 4 for sales on 5/8/2019 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $64.01 to $64.98, inclusive.
6. Shares held by Michael D. Goldberg Family Trust dated June 3, 2011.
7. Immediately exercisable for all option shares. The option vested as to 100% of the shares approximately one year following the grant date.
Remarks:
/s/ Scott Giesler as attorney-in-fact for Michael D. Goldberg 05/09/2019
** 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).
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