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Ownership Summary Table
Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
---|---|---|---|---|---|---|
Deerfield Mgmt | 0 | 1,518,246 | 0 | 1,518,246 | 1,518,246 | 8.24% |
Deerfield Management Company | 0 | 1,518,246 | 0 | 1,518,246 | 1,518,246 | 8.24% |
Deerfield Partners | 0 | 587,610 | 0 | 587,610 | 587,610 | 3.19% |
Deerfield Special Situations Fund | 0 | 203,683 | 0 | 203,683 | 203,683 | 1.11% |
Deerfield International Master Fund | 0 | 726,953 | 0 | 726,953 | 726,953 | 3.94% |
James E. Flynn | 0 | 1,518,246 | 0 | 1,518,246 | 1,518,246 | 8.24% |
Page 1 of 14 – SEC Filing
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS
THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 6) *
eHealth, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
28238P109
(CUSIP Number)
May 8, 2017
(Date of Event Which Requires Filing of
this Statement)
Check the appropriate box to designate the
rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
(Page 1 of 11 Pages)
———-
* The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
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Page 2 of 14 – SEC Filing
CUSIP No. | 28238P109 | 13G | Page 2 of 11 Pages |
1. | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Deerfield Mgmt, L.P. | ||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) (b) ☒ | |
3. | SEC USE ONLY | ||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER 0 | |
6. | SHARED VOTING POWER 1,518,246 (1) | ||
7. | SOLE DISPOSITIVE POWER 0 | ||
8. | SHARED DISPOSITIVE POWER 1,518,246 (1) | ||
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,518,246 (1) | ||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN | ☐ | |
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.24% | ||
12. | TYPE OF REPORTING PERSON* PN |
(1) Comprised of shares of common stock held by Deerfield Partners, L.P., Deerfield International Master
Fund, L.P. and Deerfield Special Situations Fund, L.P., of which Deerfield Mgmt, L.P. is the general partner.
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CUSIP No. | 28238P109 | 13G | Page 3 of 11 Pages |
1. | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Deerfield Management | ||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) (b) ☒ | |
3. | SEC USE ONLY | ||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER 0 | |
6. | SHARED VOTING POWER 1,518,246 (2) | ||
7. | SOLE DISPOSITIVE POWER 0 | ||
8. | SHARED DISPOSITIVE POWER 1,518,246 (2) | ||
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,518,246 (2) | ||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN | ☐ | |
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.24% | ||
12. | TYPE OF REPORTING PERSON* PN |
(2) Comprised of shares of common stock held by Deerfield Partners, L.P., Deerfield International Master
Fund, L.P. and Deerfield Special Situations Fund, L.P., of which Deerfield Management Company, L.P. is the investment advisor.
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Page 4 of 14 – SEC Filing
CUSIP No. | 28238P109 | 13G | Page 4 of 11 Pages |
1. | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Deerfield Partners, | ||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) (b) ☒ | |
3. | SEC USE ONLY | ||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER 0 | |
6. | SHARED VOTING POWER 587,610 | ||
7. | SOLE DISPOSITIVE POWER 0 | ||
8. | SHARED DISPOSITIVE POWER 587,610 | ||
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 587,610 | ||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN | ☐ | |
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.19% | ||
12. | TYPE OF REPORTING PERSON* PN |
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CUSIP No. | 28238P109 | 13G | Page 5 of 11 Pages |
1. | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Deerfield Special | ||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) (b) ☒ | |
3. | SEC USE ONLY | ||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER 0 | |
6. | SHARED VOTING POWER 203,683 | ||
7. | SOLE DISPOSITIVE POWER 0 | ||
8. | SHARED DISPOSITIVE POWER 203,683 | ||
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 203,683 | ||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN | ☐ | |
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.11% | ||
12. | TYPE OF REPORTING PERSON* PN |
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CUSIP No. | 28238P109 | 13G | Page 6 of 11 Pages |
1. | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Deerfield International | ||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) (b) ☒ | |
3. | SEC USE ONLY | ||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER 0 | |
6. | SHARED VOTING POWER 726,953 | ||
7. | SOLE DISPOSITIVE POWER 0 | ||
8. | SHARED DISPOSITIVE POWER 726,953 | ||
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 726,953 | ||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN | ☐ | |
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.94% | ||
12. | TYPE OF REPORTING PERSON* PN |
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Page 7 of 14 – SEC Filing
CUSIP No. | 28238P109 | 13G | Page 7 of 11 Pages |
1. | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) James E. Flynn | ||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) (b) ☒ | |
3. | SEC USE ONLY | ||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION United States | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER 0 | |
6. | SHARED VOTING POWER 1,518,246 (3) | ||
7. | SOLE DISPOSITIVE POWER 0 | ||
8. | SHARED DISPOSITIVE POWER 1,518,246 (3) | ||
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,518,246 (3) | ||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN | ☐ | |
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.24% | ||
12. | TYPE OF REPORTING PERSON* IN |
(3) Comprised of shares of common stock held by Deerfield Partners, L.P., Deerfield International Master
Fund, L.P. and Deerfield Special Situations Fund, L.P.
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Page 8 of 14 – SEC Filing
CUSIP No. | 28238P109 | 13G | Page 8 of 11 Pages |
Item 1(a). | Name of Issuer: | |
eHealth, Inc. | ||
Item 1(b). | Address of Issuer’s Principal Executive Offices: | |
440 East Middlefield Road Mountain View, California 94043 | ||
Item 2(a). | Name of Person Filing: | |
James | ||
Item 2(b). | Address of Principal Business Office, or if None, Residence: | |
James E. Flynn, Deerfield Mgmt, L.P., Deerfield | ||
Item 2(c). | Citizenship: | |
Deerfield Deerfield James E. Flynn – United States citizen | ||
Item 2(d). | Title of Class of Securities: | |
Common Stock | ||
Item 2(e). | CUSIP Number: | |
28238P109 | ||
Item 3. | If This Statement is Filed Pursuant to | |
(a) | ☐ | Broker or dealer registered under Section 15 of the |
(b) | ☐ | Bank as defined in Section 3(a)(6) of the Exchange Act. |
(c) | ☐ | Insurance company as defined in Section 3(a)(19) of |
(d) | ☐ | Investment company registered under Section 8 of the |
(e) | ☐ | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
(f) | ☐ | An employee benefit plan or endowment fund in accordance |
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CUSIP No. | 28238P109 | 13G | Page 9 of 11 Pages |
(g) | ☐ | A parent holding company or control person in accordance |
(h) | ☐ | A savings association as defined in Section 3(b) of |
(i) | ☐ | A church plan that is excluded from the definition |
(j) | ☐ | A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J); |
(k) | ☐ | Group, in accordance with Rule 13d-1(b)(1)(ii)(K). |
If filing as a non-U.S. institution in accordance
with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: _________________
Item 4. | Ownership. | ||
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. | |||
(a) | Amount beneficially owned**: | ||
Deerfield Deerfield Management Company, L.P. – 1,518,246 Deerfield Partners, L.P. – 587,610 shares Deerfield International Master Fund, L.P. – Deerfield Special Situations Fund, L.P. – James E. Flynn – 1,518,246 shares | |||
(b) | Percent of class**: | ||
Deerfield Deerfield Management Company, L.P. – 8.24% Deerfield Partners, L.P. – 3.19% Deerfield International Master Fund, L.P. – Deerfield Special Situations Fund, L.P. – James E. Flynn – 8.24% | |||
(c) | Number of shares as to which such person has**: | ||
(i) | Sole power to vote or to direct the vote: | All Reporting Persons 0 | |
(ii) | Shared power to vote or to direct the vote: | Deerfield Mgmt, L.P. – 1,518,246 Deerfield Management Company, L.P. – 1,518,246 Deerfield Partners, Deerfield International Master Fund, L.P. – 726,953 Deerfield James E. Flynn – 1,518,246 | |
(iii) | Sole power to dispose or to direct the disposition of: | All Reporting Persons – 0 | |
(iv) | Shared power to dispose or to direct the disposition | Deerfield Mgmt, L.P. – 1,518,246 Deerfield Management Company, L.P. – 1,518,246 Deerfield Partners, Deerfield Deerfield Special Situations Fund, L.P. – 203,683 James E. Flynn – 1,518,246 |
**See footnotes on cover pages which are incorporated by reference
herein.
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Page 10 of 14 – SEC Filing
CUSIP No. | 28238P109 | 13G | Page 10 of 11 Pages |
Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement | |
Item 6. | Ownership of More Than Five Percent on Behalf of Another Person. |
If any other person | |
N/A | |
Item 7. | Identification and Classification of the Subsidiary |
If a parent holding company or Control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under | |
N/A | |
Item 8. | Identification and Classification of Members of the Group. |
If a group has filed this schedule pursuant to ss.240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating | |
See Exhibit B | |
Item 9. | Notice of Dissolution of Group. |
Notice of dissolution | |
N/A | |
Item 10. | Certifications. |
“By signing below |
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Page 11 of 14 – SEC Filing
CUSIP No. | 28238P109 | 13G | Page 11 of 11 Pages |
SIGNATURE
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
DEERFIELD MGMT, L.P.
By: J.E. Flynn Capital, LLC, General Partner
By: /s/ Jonathan Isler
Jonathan Isler, Attorney-In-Fact
DEERFIELD MANAGEMENT COMPANY, L.P.
By: Flynn Management LLC, General Partner
By: /s/ Jonathan Isler
Jonathan Isler, Attorney-In-Fact
DEERFIELD PARTNERS, L.P.
By: Deerfield Mgmt, L.P., General Partner
By: J.E. Flynn Capital, LLC, General Partner
By: /s/ Jonathan Isler
Jonathan Isler, Attorney-In-Fact
DEERFIELD INTERNATIONAL MASTER FUND, L.P.
By: Deerfield Mgmt, L.P., General Partner
By: J.E. Flynn Capital, LLC, General Partner
By: /s/ Jonathan Isler
Jonathan Isler, Attorney-In-Fact
DEERFIELD SPECIAL SITUATIONS FUND, L.P.
By: Deerfield Mgmt, L.P., General Partner
By: J.E. Flynn Capital, LLC, General Partner
By: /s/ Jonathan Isler
Jonathan Isler, Attorney-In-Fact
JAMES E. FLYNN
/s/ Jonathan Isler
Jonathan Isler, Attorney-In-Fact
Date: May 10, 2017
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Page 12 of 14 – SEC Filing
Exhibit List
Exhibit A . Joint Filing Agreement.
Exhibit B. Item 8 Statement.
Exhibit C.(1) Power of Attorney.
(1) Power of Attorney previously filed as Exhibit 24 to a Form 3 with regard to Editas Medicine, Inc.
filed with the Securities and Exchange Commission on February 2, 2016 by Deerfield Mgmt III, L.P., Deerfield Management Company,
L.P., Deerfield Healthcare Innovations Fund, L.P., Deerfield Mgmt HIF, L.P., Deerfield Private Design Fund III, L.P. and James
E. Flynn.
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Page 13 of 14 – SEC Filing
Exhibit A
Agreement
The undersigned agree that this
Schedule 13G, and all amendments thereto, relating to the Common Stock of eHealth, Inc. shall be filed on behalf of the
undersigned.
DEERFIELD MGMT, L.P.
By: J.E. Flynn Capital, LLC, General Partner
By: /s/ Jonathan Isler
Jonathan Isler, Attorney-In-Fact
DEERFIELD MANAGEMENT COMPANY, L.P.
By: Flynn Management LLC, General Partner
By: /s/ Jonathan Isler
Jonathan Isler, Attorney-In-Fact
DEERFIELD PARTNERS, L.P.
By: Deerfield Mgmt, L.P., General Partner
By: J.E. Flynn Capital, LLC, General Partner
By: /s/ Jonathan Isler
Jonathan Isler, Attorney-In-Fact
DEERFIELD INTERNATIONAL MASTER FUND, L.P.
By: Deerfield Mgmt, L.P., General Partner
By: J.E. Flynn Capital, LLC, General Partner
By: /s/ Jonathan Isler
Jonathan Isler, Attorney-In-Fact
DEERFIELD SPECIAL SITUATIONS FUND, L.P.
By: Deerfield Mgmt, L.P., General Partner
By: J.E. Flynn Capital, LLC, General Partner
By: /s/ Jonathan Isler
Jonathan Isler, Attorney-In-Fact
JAMES E. FLYNN
/s/ Jonathan Isler
Jonathan Isler, Attorney-In-Fact
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Page 14 of 14 – SEC Filing
Exhibit B
Due to the relationships between them,
the reporting persons hereunder may be deemed to constitute a “group” with one another for purposes of Section 13(d)(3)
of the Securities Exchange Act of 1934.