eHealth (EHTH) Form 4 eHealth / Robert S Hurley ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

Hurley Robert S

(Last) (First) (Middle)

C/O EHEALTH, INC.

440 EAST MIDDLEFIELD ROAD

(Street)

MOUNTAIN VIEW CA 94043

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
eHealth, Inc. [ EHTH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President, Medicare Products

3. Date of Earliest Transaction (Month/Day/Year)
06/12/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	06/12/2017		M(1)		3,125	A	$0	64,767(4)	D
Common Stock	06/12/2017		M(2)		5,000	A	$0	69,767(4)	D
Common Stock	06/12/2017		M(3)		3,750	A	$0	73,517(4)	D
Common Stock								6,500	I	By Trust(5)

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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	06/12/2017		M(1)			3,125	(6)	03/31/2019	Common Stock	3,125	$0	9,375(6)	D
Performance Stock Unit	$0	06/12/2017		M(2)			5,000	(6)	08/16/2020	Common Stock	5,000	$0	15,000(6)	D
Performance Stock Unit	$0	06/12/2017		M(3)			3,750	(6)	03/31/2021	Common Stock	3,750	$0	11,250(6)	D

Explanation of Responses:

1. This represents the achievement of a stock price threshold under a performance restricted stock unit granted on 3/31/2015. 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 May 18, 2018, subject to the individual continuing to provide services to the company though the vesting date.

2. This represents the achievement of a stock price threshold under a performance restricted stock unit granted on 8/16/2016. 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 June 1, 2018, subject to the individual continuing to provide services to the company though the vesting date.

3. This represents the achievement of a stock price threshold under a performance restricted stock unit granted on 3/31/2017. 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 May 18, 2018, subject to the individual continuing to provide services to the company though the vesting date.

4. 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.

5. Shares held by Robert & Jeanette Riach Hurley, TTEEs, The Riach Hurley Family Trust.

6. 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.

Remarks:

	/s/ Scott Giesler, as attorney-in-fact for Robert S. Hurley	06/14/2017
	** Signature of Reporting Person	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).
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