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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Performance Stock Unit | $ 0 | 09/14/2018 | M(1) | 10,000 | (6) | 03/31/2021 | Common Stock | 10,000 | $ 0 | 0 | D | ||||
Performance Stock Unit | $ 0 | 09/14/2018 | M(3) | 13,750 | (6) | 03/30/2022 | Common Stock | 13,750 | $ 0 | 27,500 (6) | D | ||||
Performance Stock Unit | $ 0 | 09/14/2018 | M(4) | 13,750 | (6) | 03/30/2022 | Common Stock | 13,750 | $ 0 | 13,750 (6) | D | ||||
Performance Stock Unit | $ 0 | 09/14/2018 | M(5) | 13,750 | (6) | 03/30/2022 | Common Stock | 13,750 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Francis David K. C/O EHEALTH, INC. 440 EAST MIDDLEFIELD ROAD MOUNTAIN VIEW, CA 94043 |
Chief Operating Officer |
/s/ Scott Giesler, as attorney-in-fact for David K. Francis | 09/18/2018 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | This represents the achievement of a stock price threshold under a performance restricted stock unit granted on 3/31/2017. Each unit represents a contingent right to receive one share of the company's common stock upon vesting. The shares are scheduled to vest on August 24, 2019, subject to the individual continuing to provide services to the company though the vesting date. |
(2) | Total 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. |
(3) | This represents the achievement of a stock price threshold under a performance restricted stock unit granted on 3/30/2018. Each unit represents a contingent right to receive one share of the company's common stock upon vesting. The shares are scheduled to vest on June 15, 2019, subject to the individual continuing to provide services to the company though the vesting date. |
(4) | This represents the achievement of a stock price threshold under a performance restricted stock unit granted on 3/30/2018. Each unit represents a contingent right to receive one share of the company's common stock upon vesting. The shares are scheduled to vest on July 12, 2019, subject to the individual continuing to provide services to the company though the vesting date. |
(5) | This represents the achievement of a stock price threshold under a performance restricted stock unit granted on 3/30/2018. Each unit represents a contingent right to receive one share of the company's common stock upon vesting. The shares are scheduled to vest on August 19, 2019, subject to the individual continuing to provide services to the company though the vesting date. |
(6) | The performance-based restricted stock units are 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 the company through the applicable vesting date. |