SC 13D 1 ccllc_ehth-13da0.htm SCHEDULE 13D

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.  )

eHealth, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

28238P109

(CUSIP Number)

J. Carlo Cannell

Cannell Capital LLC

245 Meriwether Circle

Alta, WY 83414

(307) 733-2284

(Name, Address and Telephone Number of Person

to Receive Notices and Communications)

April 28, 2017

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note.             Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

(Continued on following pages)

(Page 1 of 10 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 disclosures provided in a prior cover page.

The information required on 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 (“Act”) 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).

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a current valid OMB control number.

 
CUSIP No. 28238P109 Page 2 of 10 Pages
1

NAME OF REPORTING PERSON

Cannell Capital LLC

I.R.S. Identification Nos. of above persons (entities only)

94-3366999
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐

(b)  ☐
3

SEC USE ONLY
4

SOURCE OF FUNDS

(see instructions)

WC/OO
5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)  ☐ or 2(e)  ☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

USA

NUMBER OF SHARES

BENEFICIALLY OWNED BY

EACH REPORTING

PERSON WITH

 7

SOLE VOTING POWER*

1,762,060
8

SHARED VOTING POWER

0
9

SOLE DISPOSITIVE POWER*

1,762,060
10

SHARED DISPOSITIVE POWER

0
11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,762,060
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐

(see instructions)
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

9.6%*
14

TYPE OF REPORTING PERSON

IA

* Based on information set forth on the Form 10-K of eHealth, Inc., (the “Company”) as filed with the Securities and Exchange Commission on March 16, 2017, there were 18,357,020 shares of Common Stock par value $0.001 per share (the “Shares”), of the Company issued and outstanding as of February 28, 2017.

   As of April 19, 2017 (the “Reporting Date”), the Cuttyhunk Master Portfolio (“Cuttyhunk”), Tristan Partners, L.P. (“Tristan”), the Tristan Offshore Fund Ltd. (“Tristan Offshore”), Tonga Partners, L.P. (“Tonga”), and sundry separately managed accounts, over which J. Carlo Cannell has investment discretion (the “Cannell SMAs” and collectively with Cuttyhunk, Tonga, Tristan and Tristan Offshore, the “Investment Vehicles”), held in the aggregate 1,762,060 Shares.

 
CUSIP No. 28238P109 Page 3 of 10 Pages
1

NAMES OF REPORTING PERSONS

I.R.S. Identification Nos. of above persons (entities only)

J. Carlo Cannell
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐

(b)  ☐
3

SEC USE ONLY
4

SOURCE OF FUNDS

(see instructions)

WC/OO
5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)  ☐ or 2(e)  ☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

USA

NUMBER OF SHARES

BENEFICIALLY OWNED BY

EACH REPORTING

PERSON WITH

 7

SOLE VOTING POWER*

1,762,060
8

SHARED VOTING POWER

0
9

SOLE DISPOSITIVE POWER*

1,762,060
10

SHARED DISPOSITIVE POWER

0
11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,762,060
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐

(see instructions)
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

9.6%*
14

TYPE OF REPORTING PERSON

IN

* Based on information set forth on the Form 10-K of Company as filed with the Securities and Exchange Commission on March 16, 2017, there were 18,357,020 shares of Common Stock par value $0.001 per Share of Company issued and outstanding as of February 28, 2017.

   As of Reporting Date Investment Vehicles held in the aggregate 1,762,060 Shares.

 
CUSIP No. 28238P109 Page 4 of 10 Pages

   Cannell Capital LLC acts as the investment adviser to to Tonga, Tristan, Tristan Offshore, the Cannell SMAs, and the investor sub-adviser for Cuttyhunk. Mr. J. Carlo Cannell is the sole managing member of Cannell Capital LLC. The Reporting Person possesses the sole power to vote and to direct the disposition of the Shares held by the Investment Vehicles.

Item 1.   Security and Issuer
The title of the class of equity securities to which this Schedule 13D relates is the Common Stock par value $0.001 per share of eHealth, Inc., a Delaware corporation.
The address of the principal executive offices of the Company is 5808 Lake Washington Blvd. NE, Suite 300, Kirkland, WA 98033.
Item 2.   Identity and Background
a)

The name of the Reporting Person is J. Carlo Cannell (the “Reporting Person”).

The Reporting Person is the sole managing member of Cannell Capital LLC, an investment sub-adviser for the Cuttyhunk Master Portfolio and investment adviser to the Cannell SMAs and to the following entities:

Tonga Partners, L.P.

Tristan Partners, L.P.

Tristan Offshore Fund, Ltd.

Set forth in the attached Annex "A" and incorporated herein by reference is a listing of the directors, general partners, managing members and controlling persons of the Reporting Person and the Investment Vehicles (collectively, the “Covered Persons”), and sets forth the principal occupation, citizenship and principal place of business of each Covered Person.

b)

The principal business address of the Reporting Person is:

245 Meriwether Circle

Alta, WY 83414

c)

The principal business of the Reporting Person is the performance of investment management and advisory services. The principal business of the Investment Vehicles is investment in securities.

d)

Neither the Reporting Person, nor to the best of its knowledge, any of the Investment Vehicles, has, in the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

e)

Neither the Reporting Person, nor to the best of its knowledge, any of the Investment Vehicles, has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgement, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.

f)

The place of organization of the Reporting Person is as follows:

The citizenship of each Covered Person is set forth on the attached Annex A and incorporated herein by reference.

Mr. J. Carlo Cannell is the Managing Member of Cannell Capital LLC, a Wyoming limited liability company.

Item 3.   Source and Amount of Funds or Other Consideration

The securities to which this statement relates were acquired by the Reporting Person using the working capital of each Investment Vehicle as follows:

The Cuttyhunk Master Portfolio: $1,631,156

Tonga Partners, L.P.: $5,531,576

Tristan Partners, L.P.: $6,090,399

Tristan Offshore Fund, Ltd.: $2,954,405

Cannell SMAs: $1,786,907.97

The Investment Vehicles have invested an aggregate amount of approximately $17,994,444 in the Shares.

 
CUSIP No. 28238P109 Page 5 of 10 Pages
Item 4.   Purpose of Transaction


Mr. Cannell, on behalf of the Investment Vehicles, identified the Company as an entity satisfying each of the Investment Vehicle's investment criteria. The Investment Vehicles acquired and continue to hold the Shares as a long-term investment.

Mr. Cannell makes this Schedule 13D filing to disclose its ownership of the Shares and a letter sent to the Chief Executive Officer of the Company. The letter is attached as Exhibit 99.

Mr. Cannell reserves the right to discuss various views and opinions with respect to the Company and its business plans with the Company or the members of its senior management. The discussion of such views and opinions may extend from ordinary day-to-day business operations to matters such as nominees for representation on the Company’s board of directors, senior management decisions and extraordinary business transactions. Mr. Cannell reserves the right to take such action as he may deem necessary from time to time to seek to maximize the value of the Shares. Such actions may include, but may not necessarily be limited to, pursuit of strategic initiatives to enhance shareholder value.

Mr. Cannell may engage in any of the actions specified in Items 4(a) through 4(j) to the Schedule 13D general instructions.

Except as set forth above and laid out in Exhibit 99, Mr. Cannell has no present plans or proposals that relate to or would result in any of the transactions described in Item 4 of Schedule 13D.

Item 5.   Interest in Securities of the Issuer

Based on information set forth in the Company's Form 10-K as filed with the Securities and Exchange Commission on March 16, 2017, there were 18,357,020 Common Shares issued and outstanding as of February 28, 2017.

(a)  As of the Reporting Date, for the purposes of Reg. Section 240.13d-3, Cannell Capital LLC may be deemed to beneficially own 1,762,060 Shares, or approximately 9.6% of the Shares deemed issued and outstanding as of the Reporting Date.

(b)  Cannell Capital LLC possesses the sole power to vote and to direct the disposition of the Shares held by the Investment Vehicles.

(c)  The following table details the transactions during the sixty days on or prior to the Reporting Date in Shares, or securities convertible into, exercisable for or exchangeable for Shares, by Cannell Capital LLC or any other person or entity controlled by him or any person or entity for which he possesses voting or investment control over the securities thereof (each of which was effected in an ordinary brokerage transaction by Cannell Capital LLC on behalf of the Investment Vehicles).

Entity Date Quantity Price

Per Share

 Form Of

Transaction
 
Cannell SMAs03/20/20172,72011.6539Buy
Cuttyhunk03/20/20173,14411.6539Buy
Tonga03/20/20178,92611.6539Buy
Tristan03/20/20174,64911.6539Buy
Tristan Offshore03/20/20172,33311.6539Buy
Cannell SMAs03/21/20175,49111.3607Buy
Cuttyhunk03/21/20176,34711.3607Buy
Tonga03/21/201718,02311.3607Buy
Tristan03/21/20179,38311.3607Buy
Tristan Offshore03/21/20174,70811.3607Buy
Cannell SMAs03/22/20173,57411.0118Buy
Cuttyhunk03/22/20174,13111.0118Buy
Tonga03/22/201711,72711.0118Buy
Tristan03/22/20176,10811.0118Buy
Tristan Offshore03/22/20173,06511.0118Buy
 
CUSIP No. 28238P109 Page 6 of 10 Pages
Entity Date Quantity Price

Per Share

 Form Of

Transaction
 
Cannell SMAs03/27/20171,09011.1483Buy
Cuttyhunk03/27/20172,55711.1481Buy
Tonga03/27/20177,47311.1481Buy
Tristan03/27/20176,09211.1481Buy
Tristan Offshore03/27/20172,98811.1482Buy
Cannell SMAs03/28/20173,85211.3699Buy
Cuttyhunk03/28/20179,02611.3699Buy
Tonga03/28/201726,36711.3699Buy
Tristan03/28/201721,50511.3699Buy
Tristan Offshore03/28/201710,55011.3699Buy
Cannell SMAs03/29/201718811.5040Buy
Cuttyhunk03/29/201744111.5040Buy
Tonga03/29/20171,29411.5040Buy
Tristan03/29/20171,05211.5040Buy
Tristan Offshore03/29/201751611.5040Buy
Cannell SMAs03/30/20176611.6009Buy
Cuttyhunk03/30/201715511.6009Buy
Tonga03/30/201745711.6009Buy
Tristan03/30/201737011.6009Buy
Tristan Offshore03/30/201718111.6009Buy
Cannell SMAs03/31/20172,22711.9944Buy
Cuttyhunk03/31/20175,21811.9944Buy
Tonga03/31/201715,24311.9944Buy
Tristan03/31/201712,43411.9944Buy
Tristan Offshore03/31/20176,10111.9944Buy
Cannell SMAs04/03/20171,02211.9716Buy
Cuttyhunk04/03/20172,39511.9716Buy
Tonga04/03/20176,99511.9716Buy
Tristan04/03/20175,70511.9716Buy
Tristan Offshore04/03/20172,79911.9716Buy
Cannell SMAs04/04/20171,03011.6786Buy
Cuttyhunk04/04/20172,41411.6786Buy
Tonga04/04/20177,05111.6786Buy
Tristan04/04/20175,75111.6786Buy
Tristan Offshore04/04/20172,82211.6786Buy
Cannell SMAs04/05/201776211.5820Buy
Cuttyhunk04/05/20171,78411.5820Buy
Tonga04/05/20175,21211.5820Buy
Tristan04/05/20174,25211.5820Buy
Tristan Offshore04/05/20172,08611.5820Buy
Cannell SMAs04/06/20172,20711.6968Buy
Cuttyhunk04/06/20175,17111.6968Buy
Tonga04/06/201715,10311.6968Buy
Tristan04/06/201712,31911.6968Buy
Tristan Offshore04/06/20176,04411.6968Buy
Cannell SMAs04/07/20175,50711.7239Buy
Cuttyhunk04/07/201712,89911.7239Buy
Tonga04/07/201737,64611.7239Buy
Tristan04/07/201730,72511.7239Buy
Tristan Offshore04/07/201715,07611.7239Buy
Cannell SMAs04/11/20178,44411.0328Buy
 
CUSIP No. 28238P109 Page 7 of 10 Pages
Entity Date Quantity Price

Per Share

 Form Of

Transaction
 
Cannell SMAs04/12/20172,88810.9607Buy
Cuttyhunk04/12/20172,87110.8655Buy
Tonga04/12/201713,90910.8655Buy
Tristan04/12/201715,05610.8655Buy
Tristan Offshore04/12/20177,28710.8655Buy
Cannell SMAs04/13/201719,05510.9941Buy
Cuttyhunk04/13/201717,24610.9844Buy
Tonga04/13/201765,27310.9868Buy
Tristan04/13/201769,20110.9867Buy
Tristan Offshore04/13/201733,54910.9867Buy
Cuttyhunk04/26/20178,44211.5227Buy
Tonga04/26/201735,90411.5227Buy
Tristan04/26/201740,02111.5227Buy
Tristan Offshore04/26/201719,38311.5227Buy
Cuttyhunk04/27/201723,31411.7277Buy
Tonga04/27/201798,70911.7277Buy
Tristan04/27/2017114,94211.7277Buy
Tristan Offshore04/27/201755,42511.7277Buy
Item 6.   Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
None
Item 7.   Material to Be Filed as Exhibits
Letter to Mr. Scott N. Flanders, Chief Executive Officer of eHealth, Inc. dated April 28, 2017. Filed as Exhibit 99.
 
CUSIP No. 28238P109 Page 8 of 10 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.

Dated:  May 1, 2017

Cannell Capital LLC

By:  /s/ J. Carlo Cannell                 

Name:  J. Carlo Cannell

Title:  Managing Member

 
CUSIP No. 28238P109 Page 9 of 10 Pages

Annex "A"

MANAGERS AND GENERAL PARTNERS OF THE REPORTING PERSON AND THE INVESTMENT VEHICLES

The following sets forth the name, principal occupation, citizenship or jurisdiction of organization and principal place of business of the directors, general partners, managing members or controlling persons of the Reporting Person and the Investment Vehicles (the “Covered Persons”) indicated below:

J. Carlo Cannell

Name:

Title or Relationship with Reporting Person:

Principal Occupation or Employment:

Citizenship or Jurisdiction of Organization:

Principal Place of Business:

J. Carlo Cannell

Managing Member

Investment Management

Wyoming, United States

(1)

Cannell Capital LLC

Name:

Title or Relationship with Reporting Person:

Principal Occupation or Employment:

Citizenship or Jurisdiction of Organization:

Principal Place of Business:

J. Carlo Cannell

Managing Member

Investment Management

Wyoming, United States

(1)

Tonga Partners, L.P.

Name:

Title or Relationship with Reporting Person:

Principal Occupation or Employment:

Citizenship or Jurisdiction of Organization:

Principal Place of Business:

Cannell Capital LLC

Investment Adviser and General Partner

Investment Management

Wyoming, United States

(1)

The Cuttyhunk Master Portfolio

Name:

Title or Relationship with Reporting Person:

Principal Occupation or Employment:

Citizenship or Jurisdiction of Organization:

Principal Place of Business:

Cannell Capital LLC

Investment Subadviser

Investment Management

Wyoming, United States

(1)

Tristan Partners, L.P.

Name:

Title or Relationship with Reporting Person:

Principal Occupation or Employment:

Citizenship or Jurisdiction of Organization:

Principal Place of Business:

Cannell Capital LLC

Investment Adviser and General Partner

Investment Management

Wyoming, United States

(1)

Tristan Offshore Fund, Ltd.

Name:

Title or Relationship with Reporting Person:

Principal Occupation or Employment:

Citizenship or Jurisdiction of Organization:

Principal Place of Business:

Cannell Capital LLC

Investment Adviser

Investment Management

Cayman Islands

(2)

 
CUSIP No. 28238P109 Page 10 of 10 Pages

Annex "B"

Agreement Regarding the Joint Filing of Schedule 13D

1) Each of them is individually eligible to use the Schedule 13D to which this Exhibit is attached, and such Schedule 13D is filed on behalf each of them;
2) Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

Dated:  May 1, 2017

By:  /s/ J. Carlo Cannell                 

Name:  J. Carlo Cannell

Cannell Capital LLC

By:  /s/ J. Carlo Cannell                 

Name:  J. Carlo Cannell

Title:  Managing Member