SECURITIES & EXCHANGE COMMISSION

Washington, D.C. 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

 

(Amendment No.6) *

 

eHealth, Inc.

(Name of Issuer)

 

Common Stock, $.001 Par Value Per Share

(Title of Class of Securities)

 

28238P109

(CUSIP Number)

 

December 31, 2014

(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)

x  Rule 13d-1(c)

¨   Rule 13d-1(d)

 

(Page 1 of 14 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 purposes 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).

 

 
 

  

CUSIP No. 28238P109 13G Page 2 of 14 Pages

 

(1)

NAMES OF REPORTING PERSONS

HealthCor Management, L.P.

(2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(see instructions)

(a)          x

(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

0

(7)

SOLE DISPOSITIVE POWER

0

(8)

SHARED DISPOSITIVE POWER

0

(9)

AGGREGATE AMOUNT BENEFICIALLY OWNED

BY EACH REPORTING PERSON

0

(10)

CHECK BOX IF THE AGGREGATE AMOUNT

IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)                ¨

(11)

PERCENT OF CLASS REPRESENTED

BY AMOUNT IN ROW (9)

0.00%

(12)

TYPE OF REPORTING PERSON (see instructions)

PN

  

 
 

 

CUSIP No. 28238P109 13G Page 3 of 14 Pages

 

(1)

NAMES OF REPORTING PERSONS

HealthCor Associates, LLC

(2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(see instructions)

(a)          x

(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

0

(7)

SOLE DISPOSITIVE POWER

0

(8)

SHARED DISPOSITIVE POWER

0

(9)

AGGREGATE AMOUNT BENEFICIALLY OWNED

BY EACH REPORTING PERSON

0

(10)

CHECK BOX IF THE AGGREGATE AMOUNT

IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)                ¨

(11)

PERCENT OF CLASS REPRESENTED

BY AMOUNT IN ROW (9)

0.00%

(12)

TYPE OF REPORTING PERSON (see instructions)

OO – limited liability company

 

 
 

 

CUSIP No. 28238P109 13G Page 4 of 14 Pages

 

(1)

NAMES OF REPORTING PERSONS

HealthCor Offshore Master Fund, L.P.

(2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(see instructions)

(a)          x

(b)          ¨

(3) SEC USE ONLY
(4)

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

(5)

SOLE VOTING POWER

0

(6)

SHARED VOTING POWER

0

(7)

SOLE DISPOSITIVE POWER

0

(8)

SHARED DISPOSITIVE POWER

0

(9)

AGGREGATE AMOUNT BENEFICIALLY OWNED

BY EACH REPORTING PERSON

0

(10)

CHECK BOX IF THE AGGREGATE AMOUNT

IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)                ¨

(11)

PERCENT OF CLASS REPRESENTED

BY AMOUNT IN ROW (9)

0.00%

(12)

TYPE OF REPORTING PERSON (see instructions)

PN

 

 
 

 

CUSIP No. 28238P109 13G Page 5 of 14 Pages

 

(1)

NAMES OF REPORTING PERSONS

HealthCor Offshore GP, LLC

(2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(see instructions)

(a)          x

(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

0

(7)

SOLE DISPOSITIVE POWER

0

(8)

SHARED DISPOSITIVE POWER

0

(9)

AGGREGATE AMOUNT BENEFICIALLY OWNED

BY EACH REPORTING PERSON

0

(10)

CHECK BOX IF THE AGGREGATE AMOUNT

IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)                ¨

(11)

PERCENT OF CLASS REPRESENTED

BY AMOUNT IN ROW (9)

0.00%

(12)

TYPE OF REPORTING PERSON (see instructions)

OO – limited liability company

 

 
 

 

CUSIP No. 28238P109 13G Page 6 of 14 Pages

 

(1)

NAMES OF REPORTING PERSONS

HealthCor Group, LLC

(2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(see instructions)

(a)          x

(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

0

(7)

SOLE DISPOSITIVE POWER

0

(8)

SHARED DISPOSITIVE POWER

0

(9)

AGGREGATE AMOUNT BENEFICIALLY OWNED

BY EACH REPORTING PERSON

0

(10)

CHECK BOX IF THE AGGREGATE AMOUNT

IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)                ¨

(11)

PERCENT OF CLASS REPRESENTED

BY AMOUNT IN ROW (9)

0.00%

(12)

TYPE OF REPORTING PERSON (see instructions)

OO – limited liability company

 

 
 

 

CUSIP No. 28238P109 13G Page 7 of 14 Pages

 

(1)

NAMES OF REPORTING PERSONS

Arthur Cohen

(2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(see instructions)

(a)          x

(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

0

(7)

SOLE DISPOSITIVE POWER

0

(8)

SHARED DISPOSITIVE POWER

0

(9)

AGGREGATE AMOUNT BENEFICIALLY OWNED

BY EACH REPORTING PERSON

0

(10)

CHECK BOX IF THE AGGREGATE AMOUNT

IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)                ¨

(11)

PERCENT OF CLASS REPRESENTED

BY AMOUNT IN ROW (9)

0.00%

(12)

TYPE OF REPORTING PERSON (see instructions)

IN

 

 
 

 

CUSIP No. 28238P109 13G Page 8 of 14 Pages

 

(1)

NAMES OF REPORTING PERSONS

Joseph Healey

(2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(see instructions)

(a)          x

(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

0

(7)

SOLE DISPOSITIVE POWER

0

(8)

SHARED DISPOSITIVE POWER

0

(9)

AGGREGATE AMOUNT BENEFICIALLY OWNED

BY EACH REPORTING PERSON

0

(10)

CHECK BOX IF THE AGGREGATE AMOUNT

IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)                ¨

(11)

PERCENT OF CLASS REPRESENTED

BY AMOUNT IN ROW (9)

0.00%

(12)

TYPE OF REPORTING PERSON (see instructions)

IN

 

 
 

 

CUSIP No. 28238P109 13G Page 9 of 14 Pages

 

(1)

NAMES OF REPORTING PERSONS

HealthCor Long Offshore Master Fund, L.P.

(2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(see instructions)

(a)          x

(b)          ¨

(3) SEC USE ONLY
(4)

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

(5)

SOLE VOTING POWER

0

(6)

SHARED VOTING POWER

0

(7)

SOLE DISPOSITIVE POWER

0

(8)

SHARED DISPOSITIVE POWER

0

(9)

AGGREGATE AMOUNT BENEFICIALLY OWNED

BY EACH REPORTING PERSON

0

(10)

CHECK BOX IF THE AGGREGATE AMOUNT

IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)                ¨

(11)

PERCENT OF CLASS REPRESENTED

BY AMOUNT IN ROW (9)

0.00%

(12)

TYPE OF REPORTING PERSON (see instructions)

PN

 

 
 

 

CUSIP No. 28238P109 13G Page 10 of 14 Pages

 

(1)

NAMES OF REPORTING PERSONS

HealthCor Long Master GP, LLC

(2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(see instructions)

(a)          x

(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

0

(7)

SOLE DISPOSITIVE POWER

0

(8)

SHARED DISPOSITIVE POWER

0

(9)

AGGREGATE AMOUNT BENEFICIALLY OWNED

BY EACH REPORTING PERSON

0

(10)

CHECK BOX IF THE AGGREGATE AMOUNT

IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)                ¨

(11)

PERCENT OF CLASS REPRESENTED

BY AMOUNT IN ROW (9)

0.00%

(12)

TYPE OF REPORTING PERSON (see instructions)

OO – limited liability company

 

 
 

 

CUSIP No. 28238P109 13G Page 11 of 14 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, CA 94043

 

Item 2(a, b, c). Name of Person Filing:

 

(i) HealthCor Management, L.P., a Delaware limited partnership, Carnegie Hall Tower, 152 West 57th Street, 43rd Floor, New York, New York 10019;

 

(ii) HealthCor Associates, LLC, a Delaware limited liability company, Carnegie Hall Tower, 152 West 57th Street, 43rd Floor, New York, New York 10019;

 

(iii) HealthCor Offshore Master Fund, L.P., a Cayman Islands limited partnership, Carnegie Hall Tower, 152 West 57th Street, 43rd Floor, New York, New York 10019;

 

(iv) HealthCor Offshore GP, LLC, a Delaware limited liability company, Carnegie Hall Tower, 152 West 57th Street, 43rd Floor, New York, New York 10019;

 

(v) HealthCor Group, LLC, a Delaware limited liability company, Carnegie Hall Tower, 152 West 57th Street, 43rd Floor, New York, New York 10019;

 

(vi) Joseph Healey, Carnegie Hall Tower, 152 West 57th Street, 43rd Floor, New York, New York 10019;

 

(vii) Arthur Cohen, 12 South Main Street, #203 Norwalk, CT 06854;

 

(viii) HealthCor Long Offshore Master Fund, L.P., a Cayman Islands limited partnership, Carnegie Hall Tower, 152 West 57th Street, 43rd Floor, New York, New York 10019; and

 

(ix) HealthCor Long Master GP, LLC., a Delaware limited liability company, Carnegie Hall Tower, 152 West 57th Street, 43rd Floor, New York, New York 10019.

 

Both Mr. Healey and Mr. Cohen are United States citizens.

 

The persons at (i) through (ix) above are collectively referred to herein as the "Reporting Persons".

 

 
 

  

CUSIP No. 28238P109 13G Page 12 of 14 Pages

 

Item 2(d).Title of Class of Securities: Common Stock, $.001 Par Value Per Share(the "Common Stock")

 

Item 2(e).CUSIP Number: 28238P109

 

Item 3.Not applicable.

 

Item 4.Ownership.

 

The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.

 

Item 5.Ownership of Five Percent or Less of a Class:

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x.

 

Item 6.Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable

 

Item 7.Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

Not Applicable

 

Item 8.Identification and Classification of Members of the Group.

See Exhibit I.

 

Item 9.Notice of Dissolution of Group.

Not Applicable

 

Item 10.Certification.

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

Exhibits:

 

Exhibit I: Joint Acquisition Statement, dated as of February 13, 2015.

 

 
 

 

CUSIP No. 28238P109 13G Page 13 of 14 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:         February 13, 2015

 

HEALTHCOR MANAGEMENT, L.P.

 

  By: HealthCor Associates, LLC, its general partner
   
  By: /s/ Anabelle Perez Gray
  Name: Anabelle Perez Gray
  Title: General Counsel

 

HEALTHCOR OFFSHORE GP, LLC, for itself and as general partner of behalf of HEALTHCOR OFFSHORE MASTER FUND, L.P.

 

  By: HealthCor Group, LLC, its general partner
   
  By: /s/ Anabelle Perez Gray
  Name:  Anabelle Perez Gray
  Title:  General Counsel

 

 
 

 

CUSIP No. 28238P109 13G Page 14 of 14 Pages

  

HEALTHCOR LONG MASTER GP, LLC, for itself and as general partner of behalf of HEALTHCOR LONG OFFSHORE MASTER FUND, L.P.

 

  By: HealthCor Group, LLC, its general partner
   
  By: /s/ Anabelle Perez Gray
  Name:  Anabelle Perez Gray
  Title:  General Counsel

 

HEALTHCOR ASSOCIATES, LLC

 

  By: /s/ Anabelle Perez Gray
  Name: Anabelle Perez Gray
  Title: General Counsel

 

HEALTHCOR GROUP, LLC

 

  By: /s/ Anabelle Perez Gray
  Name: Anabelle Perez Gray
  Title: General Counsel

 

JOSEPH HEALEY, Individually

 

  /s/ Joseph Healey

 

ARTHUR COHEN, Individually

 

  /s/ Arthur Cohen

 

 
 

 

EXHIBIT 1

 

JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k)

 

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

 

Dated:February 13, 2015

 

HEALTHCOR MANAGEMENT, L.P.

 

  By: HealthCor Associates, LLC, its general partner
   
  By: /s/ Anabelle Perez Gray
  Name: Anabelle Perez Gray
  Title: General Counsel

 

HEALTHCOR OFFSHORE GP, LLC, for itself and as general partner of behalf of HEALTHCOR OFFSHORE MASTER FUND, L.P.

 

  By: HealthCor Group, LLC, its general partner
   
  By: /s/ Anabelle Perez Gray
  Name:  Anabelle Perez Gray
  Title:  General Counsel

 

 
 

  

HEALTHCOR LONG MASTER GP, LLC, for itself and as general partner of behalf of HEALTHCOR LONG OFFSHORE MASTER FUND, L.P.

 

  By: HealthCor Group, LLC, its general partner
   
  By: /s/ Anabelle Perez Gray
  Name:  Anabelle Perez Gray
  Title:  General Counsel

 

HEALTHCOR ASSOCIATES, LLC

 

  By: /s/ Anabelle Perez Gray
  Name: Anabelle Perez Gray
  Title: General Counsel

 

HEALTHCOR GROUP, LLC

 

  By: /s/ Anabelle Perez Gray
  Name: Anabelle Perez Gray
  Title: General Counsel

 

JOSEPH HEALEY, Individually

 

  /s/ Joseph Healey

 

ARTHUR COHEN, Individually

 

  /s/ Arthur Cohen