H.I.G. Middle Market LBO Fund III Form 3 eHealth / ANTHONY TAMER ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

H.I.G.-GPII, Inc.

(Last) (First) (Middle)

1450 BRICKELL AVENUE, 31ST FLOOR

(Street)

MIAMI FL 33131

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/10/2021

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

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

Director	X	10% Owner
Officer (give title below)		Other (specify below)

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

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

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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock	(1)(2)	(1)(2)	Common Stock	(1)(2)	(1)(2)	I	See Notes(3)(4)

1. Name and Address of Reporting Person^*

H.I.G.-GPII, Inc.

(Last) (First) (Middle)

1450 BRICKELL AVENUE, 31ST FLOOR

(Street)

MIAMI FL 33131

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Echelon Health SPV, LP

(Last) (First) (Middle)

C/O H.I.G. CAPITAL, LLC

1450 BRICKELL AVENUE, 31ST FLOOR

(Street)

MIAMI FL 33131

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Echelon Health SPV GP, LLC

(Last) (First) (Middle)

C/O H.I.G. CAPITAL, LLC

1450 BRICKELL AVENUE, 31ST FLOOR

(Street)

MIAMI FL 33131

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

H.I.G. Echelon, LP

(Last) (First) (Middle)

C/O H.I.G. CAPITAL, LLC

1450 BRICKELL AVENUE, 31ST FLOOR

(Street)

MIAMI FL 33131

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

H.I.G. Middle Market LBO Fund III, L.P.

(Last) (First) (Middle)

1450 BRICKELL AVENUE, 31ST FLOOR

(Street)

MIAMI FL 33131

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

H.I.G. Middle Market Advisors III, LLC

(Last) (First) (Middle)

C/O H.I.G. CAPITAL, LLC

1450 BRICKELL AVENUE, 31ST FLOOR

(Street)

MIAMI FL 33131

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MNAYMNEH SAMI

(Last) (First) (Middle)

C/O H.I.G. CAPITAL, LLC

1450 BRICKELL AVENUE, 31ST FLOOR

(Street)

MIAMI FL 33131

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

TAMER ANTHONY

(Last) (First) (Middle)

C/O H.I.G. CAPITAL, LLC

1450 BRICKELL AVENUE, 31ST FLOOR

(Street)

MIAMI FL 33131

(City) (State) (Zip)

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.

Remarks:

	ECHELON HEALTH SPV, LP, By: Echelon Health SPV GP, LLC, its general partner, /s/ Richard Siegel	03/25/2022
	ECHELON HEALTH SPV GP, LLC, /s/ Richard Siegel	03/25/2022
	ECHELON HEALTH, LP, By: H.I.G.-GPII, Inc., its general partner, /s/ Richard Siegel	03/25/2022
	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
	H.I.G. MIDDLE MARKET ADVISORS III, LLC, /s/ Richard Siegel	03/25/2022
	H.I.G.-GPII, INC., /s/ Richard Siegel	03/25/2022
	SAMI W. MNAYMNEH, /s/ Sami W. Mnaymneh	03/25/2022
	ANTHONY A. TAMER, /s/ Anthony A. Tamer	03/25/2022
	** Signature of Reporting Person	Date
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