Sec Form 4 Filing - HealthCor Management, L.P. @ eHealth, Inc. - 2013-01-24

Insider filing report for Changes in Beneficial Ownership
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FORM 4
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
HealthCor Management, L.P.
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)
152 WEST 57TH STREET, 43RD FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
01/24/2013
(Street)
NEW YORK, NY10019
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
Common Stock, $0.001 par value per share 01/24/2013 S 3,800 D $ 25.5647 2,288,581 I See Footnote ( 1 )
Common Stock, $0.001 par value per share 01/25/2013 S 1,000 D $ 25.691 2,287,581 I See Footnote ( 1 )
Common Stock, $0.001 par value per share 01/25/2013 S 200 D $ 25.5 2,287,381 I See Footnote ( 1 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HealthCor Management, L.P.
152 WEST 57TH STREET, 43RD FLOOR
NEW YORK, NY10019
X
HealthCor Associates, LLC
152 WEST 57TH STREET, 43RD FLOOR
NEW YORK, NY10019
X
HealthCor Offshore GP, LLC
152 WEST 57TH STREET, 43RD FLOOR
NEW YORK, NY10019
X
HealthCor Group, LLC
152 WEST 57TH STREET, 43RD FLOOR
NEW YORK, NY10019
X
HealthCor Offshore Master Fund, L.P.
152 WEST 57TH STREET, 43RD FLOOR
NEW YORK, NY10019
X
HealthCor Long Master GP LLC
152 WEST 57TH STREET, 43RD FLOOR
NEW YORK, NY10019
X
HealthCor Long OffShore Master Fund LP
152 WEST 57TH STREET, 43RD FLOOR
NEW YORK, NY10019
X
Cohen Arthur Bruce
152 WEST 57TH STREET, 43RD FLOOR
NORWALK, CT06854
X
Healey Joseph Patrick
152 WEST 57TH STREET, 43RD FLOOR
NEW YORK, NY10019
X
Signatures
HealthCor Management, L.P., by HealthCor Associates, LLC, its general partner, By: /s/ John H. Coghlin , General Counsel 01/25/2013
Signature of Reporting Person Date
HealthCor Associates, LLC, By: /s/ John H. Coghlin, General Counsel 01/25/2013
Signature of Reporting Person Date
HealthCor Offshore GP, LLC, for itself and as general partner on behalf of HealthCor Offshore Master Fund, L.P., by HealthCor Group, LLC, its general partner, By: /s/ John H. Coghlin , General Counsel 01/25/2013
Signature of Reporting Person Date
HealthCor Group, LLC, By: /s/ John H. Coghlin, General Counsel 01/25/2013
Signature of Reporting Person Date
HealthCor Long Master GP, LLC, for itself and as general partner on behalf of HealthCor Long Offshore Master Fund, L.P., by HealthCor Group, LLC, its general partner, By: /s/ John H. Coghlin , General Counsel 01/25/2013
Signature of Reporting Person Date
/s/ John H. Coghlin as attorney-in-fact for Arthur Cohen 01/25/2013
Signature of Reporting Person Date
/s/ John H. Coghlin as attorney-in-fact for Joseph Healey 01/25/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )HealthCor Management, L.P. is the investment manager of HealthCor Offshore Master Fund, L.P. and HealthCor Long Offshore Master Fund L.P., which are the direct beneficial owners of the securities reported herein. The general partner of HealthCor Offshore Master Fund, L.P. is HealthCor Offshore GP, LLC. The general partner of HealthCor Long Offshore Master Fund L.P. is HealthCor Long Master GP, LLC. HealthCor Group, LLC is the managing member of HealthCor Offshore GP, LLC and HealthCor Long Master GP, LLC. HealthCor Associates, LLC is the general partner of HealthCor Management. L.P., and Arthur Cohen and Joseph Healey are the managers of HealthCor Associates, LLC. Each of the reporting persons disclaims beneficial ownership of any and all such securities in excess of its or his own pecuniary interest.

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