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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X
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*
QUESTMARK PARTNERS LP

(Last) (First) (Middle)

(Street)

(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 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)
Code V Amount (A) or (D) Price
Common Stock 10/18/2006 C 1,481,537 A (1) 1,481,537 D(2)(3)
Common Stock 10/18/2006 C 262,445 A (1) 262,445 D(4)(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series C Convertible Preferred Stock (1) 10/18/2006 10/18/2006 C 1,481,537 10/18/2006 10/18/2006 Common Stock 1,481,537 (1) 0 D(2)(3)
Series C Convertible Preferred Stock (1) 10/18/2006 10/18/2006 C 262,445 10/18/2006 10/18/2006 Common Stock 262,445 (1) 0 D(4)(5)
1. Name and Address of Reporting Person*
QUESTMARK PARTNERS LP

(Last) (First) (Middle)

(Street)

(City) (State) (Zip)
1. Name and Address of Reporting Person*
QUESTMARK PARTNERS SIDE FUND LP

(Last) (First) (Middle)

(Street)

(City) (State) (Zip)
1. Name and Address of Reporting Person*
QUESTMARK ADVISERS LLC

(Last) (First) (Middle)

(Street)

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Schapiro Benjamin S

(Last) (First) (Middle)
C/O QUESTMARK PARTNERS, L.P.
ONE SOUTH STREET, SUITE 800

(Street)
BALTIMORE MD 21202

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Hitchner Thomas R

(Last) (First) (Middle)
C/O QUESTMARK PARTNERS, L.P.
ONE SOUTH STREET, SUITE 800

(Street)
BALTIMORE MD 21202

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Invus Group, LLC

(Last) (First) (Middle)
750 LEXINGTON AVENUE

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Invus, CV

(Last) (First) (Middle)
C/O THE INVUS GROUP
750 LEXINGTON AVENUE

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Ulys, LLC

(Last) (First) (Middle)
C/O THE INVUS GROUP, LLC
750 LEXINGTON AVENUE

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
DEBBANE RAYMOND

(Last) (First) (Middle)
C/O THE INVUS GROUP, LLC
750 LEXINGTON AVENUE

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
Explanation of Responses:
1. All of the outstanding shares of the Issuer's Series C Convertible Preferred Stock converted into shares of the Issuer's common stock on a 1-for-1 basis immediately upon the closing of the Issuer's initial public offering.
2. QuestMark Partners, L.P., is the record holder of the securities. As the general partner of QuestMark Partners, L.P., QuestMark Advisers, L.L.C. may be deemed a beneficial owner of the securities. In their capacities as managing members of QuestMark Advisers, L.L.C., each of Benjamin S. Shapiro, Thomas R. Hitchner and The Invus Group, LLC, a Delaware limited liability company ("Invus Group"), may be deemed to be beneficial owners of the securities. The managing member of Invus Group is Invus, CV, a limited partnership organized under the laws of the Netherlands. The general partner and Managing Partner of Invus, CV is Ulys, LLC, a Delaware limited liability company ("Ulys").
3. Mr. Raymond Debbane serves as the President of Invus Group and as the Managing Director of Ulys. In such capacitities, Mr. Debbane may be deemed to be a beneficial owner of the securities. Each Joint Filer, other than QuestMark Partners, expressly disclaims beneficial ownership of the securities, except to the extent of its pecuniary interest therein, if any.
4. QuestMark Partners Side Fund, L.P., is the record holder of the securities. As the general partner of both QuestMark Partners, L.P. and QuestMark Partners Side Fund, L.P., QuestMark Advisers, L.L.C. may be deemed a beneficial owner of the securities. In their capacities as managing members of QuestMark Advisers, L.L.C., each of Benjamin S. Shapiro, Thomas R. Hitchner and Invus Group may be deemed to be beneficial owners of the securities.
5. The managing member of Invus Group is Invus, CV. The general partner and Managing Partner of Invus, CV is Ulys. Mr. Raymond Debbane serves as the President of Invus Group and as the Managing Director of Ulys. In such capacities, Mr. Debbane may be deemed to be a beneficial owner of the securities. Each Joint Filer, other than QuestMark Partners, expressly disclaims beneficial ownership of the securities, except to the extent of its pecuniary interest therein, if any.
/s/ Timothy L. Krongard, by power of attorney 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).
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