CUSIP No. 28238P109
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SCHEDULE 13D
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Page 2 of 7 Pages
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1
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NAMES OF REPORTING PERSON
Hudson Executive Capital LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY OWNED BY
EACH REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
1,501,002
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9
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SOLE DISPOSITIVE POWER
0
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||||
10
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SHARED DISPOSITIVE POWER
1,501,002
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,501,002
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8%(1)
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14
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TYPE OF REPORTING PERSON
PN, IA
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(1)
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Calculated based on 25,897,314 shares of common stock, $0.001 par value per share, of eHealth, Inc. (the “Company”), outstanding as reported in the Company’s Quarterly
Report on Form 10-Q filed by the Company on November 5, 2020.
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CUSIP No. 28238P109
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SCHEDULE 13D
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Page 3 of 7 Pages
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1
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NAMES OF REPORTING PERSON
HEC Management GP LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐(b) ☐
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||||
3
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SEC USE ONLY
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||||
4
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SOURCE OF FUNDS
OO
|
||||
5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||||
NUMBER OF
SHARES
BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|||
8
|
SHARED VOTING POWER
1,501,002
|
||||
9
|
SOLE DISPOSITIVE POWER
0
|
||||
10
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SHARED DISPOSITIVE POWER
1,501,002
|
||||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,501,002
|
||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
||||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8%(2)
|
||||
14
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TYPE OF REPORTING PERSON
PN, IA
|
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(2)
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Calculated based on 25,897,314 shares of common stock, $0.001 par value per share, of the Company, outstanding as reported in the Company’s Quarterly Report on Form 10-Q filed on November 5, 2020.
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CUSIP No. 28238P109
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SCHEDULE 13D
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Page 4 of 7 Pages
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1
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NAMES OF REPORTING PERSON
Douglas L. Braunstein
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐(b) ☐
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3
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SEC USE ONLY
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||||
4
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SOURCE OF FUNDS
OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|||
8
|
SHARED VOTING POWER
1,501,002
|
||||
9
|
SOLE DISPOSITIVE POWER
0
|
||||
10
|
SHARED DISPOSITIVE POWER
1,501,002
|
||||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,501,002
|
||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
☐
|
||||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8% (3)
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14
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TYPE OF REPORTING PERSON
IN
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(3)
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Calculated based on 25,897,314 shares of common stock, $0.001 par value per share, of the Company, outstanding as reported in the Company’s Quarterly Report on Form 10-Q filed on November 5, 2020.
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CUSIP No. 28238P109
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SCHEDULE 13D
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Page 5 of 7 Pages
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CUSIP No. 28238P109
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SCHEDULE 13D
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Page 6 of 7 Pages
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Joint Filing Agreement of the Reporting Persons
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Schedule of transactions effected during the last 60 days
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CUSIP No. 28238P109
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SCHEDULE 13D
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Page 7 of 7 Pages
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HUDSON EXECUTIVE CAPITAL LP | |||
By: HEC Management GP LLC, its general partner | |||
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By:
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/s/ Douglas L. Braunstein | |
Name: Douglas L. Braunstein | |||
Title: Managing Member |
HEC MANAGEMENT GP LLC | |||
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By:
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/s/ Douglas L. Braunstein | |
Name: Douglas L. Braunstein | |||
Title: Managing Member |
DOUGLAS L. BRAUNSTEIN | |||
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By:
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/s/ Douglas L. Braunstein | |
Douglas L. Braunstein | |||
HUDSON EXECUTIVE CAPITAL LP | |||
By: HEC Management GP LLC, its general partner | |||
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By:
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/s/ Douglas L. Braunstein | |
Name: Douglas L. Braunstein | |||
Title: Managing Member |
HEC MANAGEMENT GP LLC | |||
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By:
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/s/ Douglas L. Braunstein | |
Name: Douglas L. Braunstein | |||
Title: Managing Member |
DOUGLAS L. BRAUNSTEIN | |||
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By:
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/s/ Douglas L. Braunstein | |
Douglas L. Braunstein | |||
Trade Date
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Transaction
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Security
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Quantity Bought (Sold)
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Unit Cost(1)
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12/30/2020
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Buy
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Common Stock
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22,074
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$69.81(2)
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12/30/2020
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Buy
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Common Stock
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1,600
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$70.24(3)
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12/31/2020
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Buy
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Common Stock
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39,000
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$69.71(4)
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12/31/2020
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Buy
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Common Stock
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6,427
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$70.31(5)
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2/18/2021 | Buy |
Common Stock |
750,501 | |
$52.75 |
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2/18/2021
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Buy
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Put Option; Strike $45; Exp. 10/15/2021
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7,505
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$9.40
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2/18/2021
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Sell short
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Call Option; Strike $65; Exp. 10/15/2021
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7,505
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$9.63
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(1)
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Excludes brokerage commissions and other costs of execution.
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(2)
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The price reported is a weighted average price. These shares were sold in transactions through a broker-dealer at prices ranging from $69.23 to $70.23, inclusive. Hudson Executive and the other Reporting Persons undertake to provide the
staff of the Securities and Exchange Commission, upon request, full information regarding the number of Shares sold at each separate price within the range set forth in this footnote 2.
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(3)
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The price reported is a weighted average price. These shares were bought in transactions through a broker-dealer at prices ranging from $70.24 to $70.25, inclusive. Hudson Executive and the other Reporting Persons undertake to provide the
staff of the Securities and Exchange Commission, upon request, full information regarding the number of Shares sold at each separate price within the range set forth in this footnote 3.
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(4)
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The price reported is a weighted average price. These shares were bought in transactions through a broker-dealer at prices ranging from $69.13 to $70.10, inclusive. Hudson Executive and the other Reporting Persons undertake to provide the
staff of the Securities and Exchange Commission, upon request, full information regarding the number of Shares sold at each separate price within the range set forth in this footnote 4.
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(5)
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The price reported is a weighted average price. These shares were bought in transactions through a broker-dealer at prices ranging from $70.17 to $70.60, inclusive. Hudson Executive and the other Reporting Persons undertake to provide the
staff of the Securities and Exchange Commission, upon request, full information regarding the number of Shares sold at each separate price within the range set forth in this footnote 5.
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