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*
Hannan Timothy C.

(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Marketing Officer
3. Date of Earliest Transaction (Month/Day/Year)
09/12/2019
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 09/12/2019 M(1) 2,833 A $0 44,543 D
Common Stock 09/12/2019 M(2) 2,834 A $0 47,377 D
Common Stock 09/12/2019 M(3) 2,833 A $0 50,210 D
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
Performance Stock Unit $0.0 09/12/2019 M(1) 2,833 (4) 04/16/2026 Common Stock 2,833 $0 5,667 D
Performance Stock Unit $0.0 09/12/2019 M(2) 2,834 (4) 04/16/2026 Common Stock 2,834 $0 2,833 D
Performance Stock Unit $0.0 09/12/2019 M(3) 2,833 (4) 04/16/2026 Common Stock 2,833 $0 0 D
Explanation of Responses:
1. This represents the achievement of a stock price threshold under a performance restricted stock unit granted on April 16, 2019. Each unit represents a contingent right to receive one share of the company's common stock upon vesting. The shares are scheduled to vest on June 28, 2020, subject to the individual continuing to provide services to the company though the vesting date.
2. This represents the achievement of a stock price threshold under a performance restricted stock unit granted on April 16, 2019. Each unit represents a contingent right to receive one share of the company's common stock upon vesting. The shares are scheduled to vest on July 10, 2020, subject to the individual continuing to provide services to the company though the vesting date.
3. This represents the achievement of a stock price threshold under a performance restricted stock unit granted on April 16, 2019. Each unit represents a contingent right to receive one share of the company's common stock upon vesting. The shares are scheduled to vest on July 29, 2020, subject to the individual continuing to provide services to the company though the vesting date.
4. The performance-based restricted stock units are eligible to vest during a four-year performance period following the award's grant date based on the company's stock price trading at certain pre-determined price thresholds. Once a price threshold is achieved, the portion of the award related to that threshold will vest one year later, subject to the individual continuing to provide services to the company through the applicable vesting date.
Remarks:
/s/ Scott Giesler, as attorney-in-fact for Timothy C. Hannan 09/16/2019
** 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).
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.