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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
eHealth, Inc. [ EHTH ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/18/2006 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 10/18/2006 | C | 22,027 | A | $0(1) | 22,957 | D | |||
Common Stock | 10/18/2006 | C | 4,758 | A | $0(2) | 27,715 | D | |||
Common Stock | 10/18/2006 | C | 10,636 | A | $0(3) | 38,351 | D | |||
Common Stock | 10/18/2006 | C | 1,157,733(4) | A | $0(1) | 1,206,605 | I(4) | See footnote(4) | ||
Common Stock | 10/18/2006 | C | 250,060(5) | A | $0(2) | 1,456,665 | I(5) | See footnote(5) | ||
Common Stock | 10/18/2006 | C | 559,051(6) | A | $0(3) | 2,015,716 | I(6) | See footnote(6) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Series A Convertible Preferred Stock | (1) | 10/18/2006 | C | 22,027 | (1) | (1) | Common Stock | 22,027 | $0 | 0 | D | ||||
Series B Convertible Preferred Stock | (2) | 10/18/2006 | C | 3,619 | (2) | (2) | Common Stock | 4,758(7) | $0 | 0 | D | ||||
Series C Convertible Preferred Stock | (3) | 10/18/2006 | C | 10,636 | (3) | (3) | Common Stock | 10,636 | $0 | 0 | D | ||||
Series A Convertible Preferred Stock | (1) | 10/18/2006 | C | 1,157,733 | (1) | (1) | Common Stock | 1,157,733(4) | $0 | 0 | I(4) | See footnote(4) | |||
Series B Convertible Preferred Stock | (2) | 10/18/2006 | C | 190,232 | (2) | (2) | Common Stock | 250,060(5)(7) | $0 | 0 | I(5) | See footnote(5) | |||
Series C Convertible Preferred Stock | (3) | 10/18/2006 | C | 559,051 | (3) | (3) | Common Stock | 559,051(6) | $0 | 0 | I(6) | See footnote(6) |
Explanation of Responses: |
1. The Series A Convertible Preferred Stock converted into Issuer's common stock on a 1-for-1 basis and had no expiration date. |
2. The Series B Convertible Preferred Stock converted into Issuer's common stock on a 1-for-1.3145 basis and had no expiration date. |
3. The Series C Convertible Preferred Stock converted into Issuer's common stock on a 1-for-1 basis and had no expiration date. |
4. Of the 1,157,733 shares reported on this line, 1,123,062 shares are directly held by Kleiner Perkins Caufield & Byers IX-A, L.P. ("KPCB IX-A") and 34,671 shares are directly held by Kleiner Perkins Caufield & Byers IX-B, L.P. ("KPCB IX-B"). KPCB IX Associates, L.L.C. ("Associates") is the general partner of KPCB IX-A and KPCB IX-B. Lacob Ventures, L.L.C., whose manager is Joseph Lacob, is a managing member of Associates. Associates, Lacob Ventures and Mr. Lacob disclaim beneficial ownership of the shares held directly by KPCB IX-A and KPCB IX-B except to the extent of their pecuniary interests in their distributive share thereof. |
5. Of the 250,060 shares reported on this line, 242,572 shares are directly held by KPCB IX-A and 7,488 shares are directly held by KPCB IX-B. Associates is the general partner of KPCB IX-A and KPCB IX-B. Lacob Ventures, L.L.C., whose manager is Joseph Lacob, is a managing member of Associates. Associates, Lacob Ventures and Mr. Lacob disclaim beneficial ownership of the shares held directly by KPCB IX-A and KPCB IX-B except to the extent of their pecuniary interests in their distributive share thereof. |
6. Of the 559,051 shares reported on this line, 542,309 shares are directly held by KPCB IX-A and 16,472 shares are directly held by KPCB IX-B. Associates is the general partner of KPCB IX-A and KPCB IX-B. Lacob Ventures, L.L.C., whose manager is Joseph Lacob, is a managing member of Associates. Associates, Lacob Ventures and Mr. Lacob disclaim beneficial ownership of the shares held directly by KPCB IX-A and KPCB IX-B except to the extent of their pecuniary interests in their distributive share thereof. |
7. Reflects the 1-for-1.3145 conversion ratio which became effective upon the closing of the Issuer's initial public offering. |
/s/ Joseph Lacob | 10/18/2006 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |