SEC Form 4 · accession 0001333493-16-000096
eHealth, Inc. · EHTH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Scott N Flanders
Officer — Cheif Executive Officer · Director
Period of report
Jun 3, 2016
Accepted (ET)
Jun 7, 2016 · 3:34 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001333493
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2 | Jun 3, 2016 | A | 100,000 | $0.00 | A | 145,473 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to buy)F3 | $13.58 | Jun 3, 2016 | A | 150,000 | A | — | Jun 3, 2023 | Common Stock | 150,000 | 150,000 | D |
| Performance Stock OptionF4 | $13.58 | Jun 3, 2016 | A | 150,000 | A | — | Jun 3, 2023 | Common Stock | 150,000 | 150,000 | D |
| Performance Stock UnitsF5 | $0.00 | Jun 3, 2016 | A | 200,000 | A | — | Jun 3, 2020 | Common Stock | 200,000 | 200,000 | D |
Explanation of responses
- F1This represents an award of restricted stock units. Each unit represents a contingent right to receive one share of the Company's common stock upon vesting. The restricted stock units vest in four equal annual installments from the vesting commencement date of May 31, 2016, subject to the individual continuing to provide services to eHealth thorugh the applicable vesting date. Any shares underlying the restricted stock units that vest will be settled persuant to the terms of a deferral election.
- F2Total amount of shares beneficially owned includes shares deferred upon vesting of certain restricted stock units. The deferred shares will be settled in accordance with the terms of the deferral election.
- F3The option shares become vested as to 25% of the shares 1 year after May 31, 2016, subject to the individual continuing to provide services to eHealth through the applicable vesting date and 1/48th of the shares upon completion of each month of continuous service thereafter.
- F4The performance-based stock option will be eligible to vest during a four-year performance period following the award's grant date based on the company's stock price trading at certain pre-determined price thresholds. Once a price threshold is achieved, the portion of the award related to that threshold will vest one year later, subject to the individual continuing to provide services to eHealth through the applicable vesting date.
- F5The performance-based restricted stock units will be eligible to vest during a four-year performance period following the award's grant date based on the company's stock price trading at certain pre-determined price thresholds. Once a price threshold is achieved, the portion of the award related to that threshold will vest one year later, subject to the individual continuing to provide services to eHealth through the applicable vesting date. Any shares underlying the performance-based restricted stcok units that vest will be settled persuant to the terms of a deferral election.