Sec Form 3 Filing - H.I.G.-GPII, Inc. @ eHealth, Inc. - 2021-09-10

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person H.I.G.-GPII, Inc. 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) (Last) (First) (Middle) 1450 BRICKELL AVENUE, 31ST FLOOR, 3. Date of Earliest Transaction (MM/DD/YY) 09/10/2021 (Street) MIAMI, FL33131 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 A Preferred Stock ( 1 )( 2 ) ( 1 )( 2 ) ( 1 )( 2 ) Common Stock ( 1 )( 2 ) I See Notes( 3 )( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other H.I.G.-GPII, Inc. 1450 BRICKELL AVENUE, 31ST FLOOR MIAMI, FL33131 X Echelon Health SPV, LP C/O H.I.G. CAPITAL, LLC 1450 BRICKELL AVENUE, 31ST FLOOR MIAMI, FL33131 X Echelon Health SPV GP, LLC C/O H.I.G. CAPITAL, LLC 1450 BRICKELL AVENUE, 31ST FLOOR MIAMI, FL33131 X H.I.G. Echelon, LP C/O H.I.G. CAPITAL, LLC 1450 BRICKELL AVENUE, 31ST FLOOR MIAMI, FL33131 X H.I.G. Middle Market LBO Fund III, L.P. 1450 BRICKELL AVENUE, 31ST FLOOR MIAMI, FL33131 X H.I.G. Middle Market Advisors III, LLC C/O H.I.G. CAPITAL, LLC 1450 BRICKELL AVENUE, 31ST FLOOR MIAMI, FL33131 X MNAYMNEH SAMI C/O H.I.G. CAPITAL, LLC 1450 BRICKELL AVENUE, 31ST FLOOR MIAMI, FL33131 X TAMER ANTHONY C/O H.I.G. CAPITAL, LLC 1450 BRICKELL AVENUE, 31ST FLOOR MIAMI, FL33131 X Signatures ECHELON HEALTH SPV, LP, By: Echelon Health SPV GP, LLC, its general partner, /s/ Richard Siegel 03/25/2022 Signature of Reporting Person Date ECHELON HEALTH SPV GP, LLC, /s/ Richard Siegel 03/25/2022 Signature of Reporting Person Date ECHELON HEALTH, LP, By: H.I.G.-GPII, Inc., its general partner, /s/ Richard Siegel 03/25/2022 Signature of Reporting Person Date H.I.G. MIDDLE MARKET LBO FUND III, L.P., By: H.I.G. Middle Market Advisors III, LLC, its general partner, /s/ Richard Siegel 03/25/2022 Signature of Reporting Person Date H.I.G. MIDDLE MARKET ADVISORS III, LLC, /s/ Richard Siegel 03/25/2022 Signature of Reporting Person Date H.I.G.-GPII, INC., /s/ Richard Siegel 03/25/2022 Signature of Reporting Person Date SAMI W. MNAYMNEH, /s/ Sami W. Mnaymneh 03/25/2022 Signature of Reporting Person Date ANTHONY A. TAMER, /s/ Anthony A. Tamer 03/25/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Reporting Persons beneficially own 2,250,000 shares of the Issuer's Series A Preferred Stock (the "Series A Preferred Stock"). The Series A Preferred Stock provides for paid-in-kind ("PIK") dividends at an annual rate of 8%, which accrue daily and compound semi-annually. The Series A Preferred Stock became convertible into shares of the Issuer's common stock (the "Common Stock") on June 1, 2021. The number of shares of Common Stock issuable upon conversion of a share of Series A Preferred Stock equals (A) $100 plus PIK dividends calculated up to the most recent semi-annual dividend payment date plus PIK dividends accrued since the most recent semi-annual dividend payment date divided by (B) the conversion price of $79.5861, which is subject to adjustment upon the occurrence of certain specified events. ( 2 )As of September 10, 2021, the Series A Preferred Stock beneficially owned by the Reporting Persons was convertible into 2,910,708.48 shares of Common Stock. As of March 25, 2022, the Series A Preferred Stock beneficially owned by the Reporting Persons was convertible into 3,035,822.97 shares of Common Stock. ( 3 )The securities reported herein are held directly by Echelon Health SPV, LP ("Echelon LP"), Echelon Health SPV GP, LLC, a Delaware limited liability company ("Echelon GP"), is the general partner of Echelon LP. H.I.G. Echelon, LP, a Delaware limited partnership ("Holdco"), is the sole member of Echelon LP. H.I.G. Middle Market LBO Fund III, L.P., a Delaware limited partnership ("Middle Market LBO III"), is the controlling interest holder of Holdco and Echelon GP. H.I.G. Middle Market Advisors III, LLC, a Delaware limited liability company ("Middle Market Advisors III"), is the general partner of Middle Market LBO III and the manager of Echelon GP. H.I.G.-GPII, Inc., a Delaware corporation ("GPII" and together with Echelon LP, Echelon GP, Holdco, Middle Market LBO III and Middle Market Advisors III, the "HIG Funds"), is the general partner of Holdco and the manager of Middle Market Advisors III. ( 4 )Sami W. Mnaymneh and Anthony A. Tamer are the sole shareholders of GPII. As a result of the foregoing relationships, each of the HIG Funds and Messrs. Mnaymneh and Tamer may be deemed to beneficially own the Series A Preferred Stock held by Echelon LP. Messrs. Mnaymneh and Tamer disclaim beneficial ownership of the shares held by the HIG Funds except to the extent of their pecuniary interest therein.

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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