Sec Form 4 Filing - Flanders Scott N @ eHealth, Inc. - 2021-06-08

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
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)
06/08/2021
(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 05/07/2021 A( 1 ) V 500 A $ 58.61 736,974 ( 2 ) D
Common Stock 06/08/2021 M( 3 ) 6,328 A $ 0 743,302 ( 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 Unit $ 0 06/08/2021 M 6,328 ( 4 ) 03/17/2025 Common Stock 6,328 $ 0 12,656 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 06/10/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These shares were acquired under the eHealth, Inc. 2020 Employee Stock Purchase Plan (the "ESPP"). In accordance with the ESPP, these shares were purchased at a price equal to 85% of the closing price of the company's common stock on May 7, 2021.
( 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 )This represents the achievement of a stock price threshold under a performance restricted stock unit granted on March 17, 2021. Each unit represents a contingent right to receive one share of the company's common stock upon vesting. The shares are scheduled to vest on April 17, 2022, subject to the individual continuing to provide services to the company though the vesting date.
( 4 )The performance-based restricted stock units are eligible to vest during a four-year performance period following the award's grant date based on the company's stock price trading at certain pre-determined price thresholds. Once a price threshold is achieved, the portion of the award related to that threshold will vest one year later, subject to the individual continuing to provide services to the company through the applicable vesting 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: 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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