Statement of Changes in Beneficial Ownership (4)
May 14 2019 - 4:10PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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
*
Flanders Scott N
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2. Issuer Name
and
Ticker or Trading Symbol
eHealth, Inc.
[
EHTH
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chief Executive Officer
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(Last)
(First)
(Middle)
C/O EHEALTH, INC., 2625 AUGUSTINE DRIVE, SECOND FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
5/10/2019
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(Street)
SANTA CLARA, CA 95054
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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5/10/2019
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M
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3250
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A
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$17.76
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766042
(1)
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D
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Common Stock
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5/10/2019
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S
(2)
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17851
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D
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$60.3574
(3)
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748191
(1)
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D
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Common Stock
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5/10/2019
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S
(2)
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12945
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D
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$61.3939
(4)
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735246
(1)
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D
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Common Stock
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5/10/2019
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S
(2)
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3209
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D
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$62.4356
(5)
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732037
(1)
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D
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Common Stock
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3000
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I
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UTMA Accounts For Grandchildren
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Employee Stock Option (right to buy)
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$17.76
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5/10/2019
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M
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3250
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(6)
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6/9/2019
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Common Stock
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3250.0
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$17.76
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0
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D
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Explanation of Responses:
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(1)
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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.
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(2)
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Represents an aggregate of 34,005 shares, consisting of (i) the sale of 30,755 shares that were originally issued in lieu of a cash bonus payable in March 2017 and (ii) the cashless sale of an option to purchase 3,250 shares that was scheduled to expire on 6/9/2019.
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(3)
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The price reported in Table I, Column 4 for sales on 5/10/2019 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $60.00 to $60.99, 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 footnote (4) to (6) of this Form 4.
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(4)
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The price reported in Table I, Column 4 for sales on 5/10/2019 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $61.00 to $61.88, inclusive.
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(5)
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The price reported in Table I, Column 4 for sales on 5/10/2019 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $62.175 to $62.75, inclusive.
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(6)
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The option vested as to 100% of the shares approximately one year following the grant date. The option was scheduled to expire on 6/9/19.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Flanders Scott N
C/O EHEALTH, INC.
2625 AUGUSTINE DRIVE, SECOND FLOOR
SANTA CLARA, CA 95054
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X
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Chief Executive Officer
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Signatures
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/s/ Scott Giesler as attorney-in-fact for Scott N. Flanders
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5/14/2019
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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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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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 control number.
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