Edgar Filing: eHealth, Inc.

Ownership Submission

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 OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

HealthCor Management, L.P.

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
_____ Officer (give title below)	__X__ Other (specify below)
Former 10% owner

(Last)

(First)

(Middle)

152 W. 57TH STREET, 43RD FLOOR,

3. Date of Earliest Transaction (Month/Day/Year)
10/28/2013

(Street)

NEW YORK, NY 10019

4. If Amendment, Date 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

(City)

(State)

(Zip)

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, $0.001 par value per share	10/28/2013		S		525,000	D	$ 43	1,727,119	I	See Footnote ⁽¹⁾

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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 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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
HealthCor Management, L.P. 152 W. 57TH STREET, 43RD FLOOR NEW YORK, NY 10019				Former 10% owner
HealthCor Associates, LLC 152 W. 57TH STREET, 43RD FLOOR NEW YORK, NY 10019				Former 10% owner
HealthCor Offshore GP, LLC 152 W. 57TH STREET, 43RD FLOOR NEW YORK, NY 10019				Former 10% owner
HealthCor Group, LLC 152 W. 57TH STREET, 43RD FLOOR NEW YORK, NY 10019				Former 10% owner
HealthCor Offshore Master Fund, L.P. 152 W. 57TH STREET, 43RD FLOOR NEW YORK, NY 10019				Former 10% owner
HealthCor Long Master GP LLC 152 W. 57TH STREET, 43RD FLOOR NEW YORK, NY 10019				Former 10% owner
HealthCor Long OffShore Master Fund LP 152 W. 57TH STREET, 43RD FLOOR NEW YORK, NY 10019				Former 10% owner
Cohen Arthur Bruce 12 SOUTH MAIN STREET SUITE #203 NORWALK, CT 06854				Former 10% owner
Healey Joseph Patrick 152 W. 57TH STREET, 43RD FLOOR NEW YORK, NY 10019				Former 10% owner

Signatures

HealthCor Management, L.P., by HealthCor Associates, LLC, its general partner, By: /s/ John H. Coghlin , General Counsel		10/28/2013
^**Signature of Reporting Person		Date
HealthCor Associates, LLC, By: /s/ John H. Coghlin, General Counsel		10/28/2013
^**Signature of Reporting Person		Date
HealthCor Offshore GP, LLC, for itself and as general partner on behalf of HealthCor Offshore Master Fund, L.P., by HealthCor Group, LLC, its general partner, By: /s/ John H. Coghlin , General Counsel		10/28/2013
^**Signature of Reporting Person		Date
HealthCor Group, LLC, By: /s/ John H. Coghlin, General Counsel		10/28/2013
^**Signature of Reporting Person		Date
HealthCor Long Master GP, LLC, for itself and as general partner on behalf of HealthCor Long Offshore Master Fund, L.P., by HealthCor Group, LLC, its general partner, By: /s/ John H. Coghlin , General Counsel		10/28/2013
^**Signature of Reporting Person		Date
/s/ John H. Coghlin as attorney-in-fact for Arthur Cohen		10/28/2013
^**Signature of Reporting Person		Date
/s/ John H. Coghlin as attorney-in-fact for Joseph Healey		10/28/2013
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	HealthCor Management, L.P. is the investment manager of HealthCor Offshore Master Fund, L.P. and HealthCor Long Offshore Master Fund L.P., which are the direct beneficial owners of the securities reported herein. The general partner of HealthCor Offshore Master Fund, L.P. is HealthCor Offshore GP, LLC. The general partner of HealthCor Long Offshore Master Fund L.P. is HealthCor Long Master GP, LLC. HealthCor Group, LLC is the managing member of HealthCor Offshore GP, LLC and HealthCor Long Master GP, LLC. HealthCor Associates, LLC is the general partner of HealthCor Management. L.P., and Arthur Cohen and Joseph Healey are the managers of HealthCor Associates, LLC. Each of the reporting persons disclaims beneficial ownership of any and all such securities in excess of its or his own pecuniary interest.

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