Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
eHealth, Inc.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
(Title of Class of Securities)
28238P109
(CUSIP Number)
(CUSIP Number)
Michael D. Pinnisi
Hudson Executive Capital LP
570 Lexington Avenue, 35th Floor
New York, NY 10022
(212) 521-8495
Copies to:
Richard M. Brand
Braden McCurrach
Cadwalader, Wickersham & Taft LLP
200 Liberty Street
New York, NY 10281
(212) 504-6000
Cadwalader, Wickersham & Taft LLP
200 Liberty Street
New York, NY 10281
(212) 504-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
February 18, 2021
(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 Rule.13d-7 for other parties to whom copies are to be sent.
* 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 the
purpose of Section 18 of the Securities Exchange Act of 1934 (the “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).
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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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||||
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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
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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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|||
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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%(2)
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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
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7
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SOLE VOTING POWER
0
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|||
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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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||||
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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% (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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ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D relates to the common stock, $0.001 per share (the “Shares”), of eHealth, Inc., a company organized under the laws of the State
of Delaware (the “Company”). The principal executive offices of the Company are located at 2625 Augustine Drive, Second Floor, Santa Clara, CA 95054.
The Reporting Persons (as defined below) beneficially own an aggregate of 1,501,002 Shares (the “Subject Shares”). The Subject Shares represent approximately
5.8% of the issued and outstanding Shares based on 25,897,314 Shares outstanding as reported in the Company’s Quarterly Report on Form 10-Q filed on November 5, 2020.
ITEM 2. IDENTITY AND BACKGROUND
(a) This statement is being filed by Hudson Executive Capital LP, a Delaware limited partnership (“Hudson Executive”), HEC Management GP LLC, a Delaware limited
liability company (“Management GP”), and Douglas L. Braunstein (together with Hudson Executive and Management GP, the “Reporting Persons”).
(b) The principal business address of the Reporting Persons is c/o Hudson Executive Capital LP, 570 Lexington Avenue, 35th Floor, New York, NY 10022.
(c) Hudson Executive’s principal business is to serve as investment advisor to certain affiliated investment funds (the “HEC Funds”). Management GP’s principal
business is to serve as the general partner of Hudson Executive. The principal occupation of Mr. Braunstein is to serve as the Managing Partner of Hudson Executive and the Managing Member of Management GP.
(d) None of the Reporting Persons, nor any of their officers or managing directors, have during the last five years been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) None of the Reporting Persons, nor any of their officers or managing directors, have during the last five years been a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction which resulted in a judgment, 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) Hudson Executive is a Delaware limited partnership. Management GP is a Delaware limited liability company. Mr. Braunstein is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
As of the date hereof, the Reporting Persons are deemed to beneficially own the Subject Shares as detailed in Items 1 and 5. The aggregate purchase price for the Subject Shares is $94,419,330.42 (inclusive of brokerage commissions and other costs of execution).
The source of funding for the transactions pursuant to which the Reporting Persons obtained beneficial ownership of the Subject Shares was derived from the respective capital of the HEC Funds.
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Persons acquired the Subject Shares in the belief that the Shares are undervalued and are an attractive investment.
Certain of the Reporting Persons have had and may continue to have discussions with the Company’s management and board of directors (the “Board”) to discuss the
Company’s business, strategies and corporate governance. The Reporting Persons may seek to have additional conversations with the management, the Board, and stockholders of the Company, and other persons to discuss the Company’s business, strategies,
corporate governance, board composition and other matters related to the Company.
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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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The Reporting Persons intend to review their respective investment in the Company on a continuing basis. Depending on various factors, including, without limitation, the outcome of any discussions
referenced above, the Company’s financial position and strategic direction, actions taken by the Board, price levels of the Shares, other investment opportunities available to the Reporting Persons, conditions in the securities market and general
economic and industry conditions, the Reporting Persons may from time to time and at any time in the future take such actions with respect to the investment in the Company as they deem appropriate, including: (i) proposing changes in the Company’s
operations, management, Board or governance and/or soliciting proxies from other stockholders of the Company in connection therewith; (ii) acquiring additional Shares and/or other equity, debt, notes or other securities of the Company, or derivative
or other instruments that are based upon or relate to the value of the Shares or the Company (collectively, “Securities”) in the open market or otherwise; (iii) disposing of any or all of their Securities in
the open market or otherwise; (iv) engaging in any hedging or similar transactions with respect to the Securities; or (v) considering, proposing or otherwise engaging in one or more of the actions described in subsections (a) through (j) of Item 4 of
Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) and (b) Information about the number and percentage of Shares beneficially owned by the Reporting Persons is set forth in Item 1, and that information is incorporated by reference herein.
Hudson Executive, as the investment adviser to the HEC Funds, may be deemed to share power to vote or direct the vote of (and share power to dispose or direct the disposition of) the Subject Shares.
Management GP, as the general partner of Hudson Executive, may be deemed to share power to vote or direct the vote of (and share power to dispose or direct the disposition of) the Subject Shares.
By virtue of his role with respect to Hudson Executive and Management GP, Mr. Braunstein may be deemed to share power to vote or direct the vote of (and share power to dispose or direct the
disposition of) the Subject Shares and, therefore, each of Mr. Braunstein, Management GP and Hudson Executive may be deemed to be a beneficial owner of the Subject Shares.
(c) All transactions in the Shares effected during the past 60 days on behalf of an HEC Fund over which the Reporting Persons have investment discretion are set forth in Exhibit 2 attached hereto and
incorporated herein by reference.
(d) The HEC Funds have the right to receive dividends from, and the proceeds from the sale of, the Subject Shares. No other per
son is known to the Reporting Persons to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of, the Subject Shares.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
As reflected in Exhibit 2 attached hereto, on February 18, 2021, the Reporting Persons purchased 7,505 put options (with each contract having a 100 multiplier) with a strike price of
$45 and a maturity date of October 15, 2021. The put options permit the Reporting Persons to require the counterparty thereto to purchase Shares if exercised. As reflected in Exhibit 2 attached hereto, on February 18, 2021, the Reporting Persons sold
short 7,505 call options (with each contract having a 100 multiplier) with a strike price of $65 and a maturity date of October 15, 2021. The call options permit the counterparty thereto to require the Reporting Persons to sell Shares if exercised.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
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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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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.
Date: February 19, 2021
| 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 | |||