Sec Form 4 Filing - Flanders Scott N @ eHealth, Inc. - 2019-07-30

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 Flanders Scott N 2. Issuer Name and Ticker or Trading Symbol eHealth, Inc. [ EHTH] 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 (Last) (First) (Middle) C/O EHEALTH, INC., 2625 AUGUSTINE DRIVE, SECOND FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 07/30/2019 (Street) SANTA CLARA, CA95054 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 07/30/2019 M( 1 ) 92,016 A $ 12.04 822,188 ( 2 ) D Common Stock 07/30/2019 M( 1 ) 7,500 A $ 12.2 829,688 ( 2 ) D Common Stock 07/30/2019 S( 1 ) 11,094 D $ 101.64 ( 3 ) 818,594 ( 2 ) D Common Stock 07/30/2019 S( 1 ) 10,659 D $ 102.71 ( 4 ) 807,935 ( 2 ) D Common Stock 07/30/2019 S( 1 ) 13,484 D $ 103.81 ( 5 ) 794,451 ( 2 ) D Common Stock 07/30/2019 S( 1 ) 39,221 D $ 104.81 ( 6 ) 755,230 ( 2 ) D Common Stock 07/30/2019 S( 1 ) 23,758 D $ 105.53 ( 7 ) 731,472 ( 2 ) D Common Stock 07/30/2019 S( 1 ) 1,300 D $ 106.38 ( 8 ) 730,172 ( 2 ) D Common Stock 3,000 I UTMA Accounts For Grandchildren

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 Performance Stock Option $ 12.04 07/30/2019 M( 1 ) 92,016 03/15/2018( 9 ) 03/31/2024 Common Stock 92,016 $ 12.04 0 D Employee Stock Option (right to buy) $ 12.2 07/30/2019 M( 1 ) 7,500 ( 10 ) 06/15/2020 Common Stock 7,500 $ 12.2 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Flanders Scott N C/O EHEALTH, INC. 2625 AUGUSTINE DRIVE, SECOND FLOOR SANTA CLARA, CA95054 X Chief Executive Officer Signatures /s/ Scott Giesler as attorney-in-fact for Scott N. Flanders 07/31/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The transactions reported on this date were effected pursuant to a Rule 10b5-1 trading plan. The transactions consist of (i) the cashless sale of an option to purchase 92,016 shares that were originally issued in lieu of a performance-based cash bonus opportunity for 2017 and (ii) the cashless sale of an option to purchase 7,500 shares that was scheduled to expire on 6/15/2020. ( 2 )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. ( 3 )The price reported in Table I, Column 4 for sales on 7/30/2019 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $101.14 to $102.13, 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 footnotes (3) to (8) of this Form 4. ( 4 )The price reported in Table I, Column 4 for sales on 7/30/2019 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $102.16 to $103.15, inclusive. ( 5 )The price reported in Table I, Column 4 for sales on 7/30/2019 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $103.20 to $104.18, inclusive. ( 6 )The price reported in Table I, Column 4 for sales on 7/30/2019 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $104.21 to $105.20, inclusive. ( 7 )The price reported in Table I, Column 4 for sales on 7/30/2019 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $105.21 to $106.20, inclusive. ( 8 )The price reported in Table I, Column 4 for sales on 7/30/2019 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $106.21 to $106.59, inclusive. ( 9 )The performance-based stock option was granted in lieu of a performance-based cash bonus opportunity for 2017. The performance based stock option vested as to 92,016 shares upon compensation committee's certification of the achievement of the revenue and adjusted EBITDA goals that would have applied to Mr. Flanders' cash bonus. ( 10 )The option vested as to 100% of the shares approximately one year following the grant date. The option is scheduled to expire on 6/15/20.

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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