UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
eHealth, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
28238P109
(CUSIP Number)
December 31, 2012
(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-l(b) |
| ¨ | Rule 13d-l(c) |
| x | Rule 13d-l(d) |
| * | 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 (“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
| 1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Gary L. Lauer | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
U.S.A. | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
1,017,684 shares as of December 31, 2012(1) | ||||
| 6. | Shared Voting Power
0 shares | |||||
| 7. | Sole Dispositive Power
1,017,684 shares as of December 31, 2012(1) | |||||
| 8. | Shared Dispositive Power
0 shares | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,017,684 shares as of December 31, 2012(1) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions).
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
4.98% (based on 20,449,841 shares outstanding as of December 31, 2012) | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
| (1) | This amount includes options held by Gary L. Lauer to purchase 888,046 shares of Issuer’s common stock exercisable within 60 days of December 31, 2012 and 22,200 shares of Issuer’s common stock subject to restricted stock units held by Mr. Lauer vesting within 60 days of December 31, 2012. |
Page 2 of 5 pages
| Item 1. |
(a) Name of Issuer
eHealth, Inc.
(b) Address of Issuer’s Principal Executive Offices
440 East Middlefield Road, Mountain View, California 94043
| Item 2. |
(a) Name of Person Filing
Gary L. Lauer
(b) Address of Principal Business Office or, if none, Residence
440 East Middlefield Road, Mountain View, California 94043
(c) Citizenship U.S.A.
(d) Title of Class of Securities Common Stock
(e) CUSIP Number 28238P109
| Item 3. | If this statement is filed pursuant to §§240.13d-l(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) ¨ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
| (b) ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
| (c) ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
| (d) ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). |
| (e) ¨ | An investment adviser in accordance with §240.13d-l(b)(l)(ii)(E); |
| (f) ¨ | An employee benefit plan or endowment fund in accordance with §240.13d-l(b)(l)(ii)(F); |
| (g) ¨ | A parent holding company or control person in accordance with § 240.13d-l(b)(l)(ii)(G); |
| (h) ¨ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) ¨ | Group, in accordance with §240.13d-l(b)(l)(ii)(J). |
| Item 4. | Ownership. |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned: 1,017,684 shares as of December 31, 2012(1).
(b) Percent of class: 4.98% (based on 20,449,841 shares outstanding as of December 31, 2012)
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote 1,017,684 shares as of December 31, 2012(1).
(ii) Shared power to vote or to direct the vote 0 shares.
(iii) Sole power to dispose or to direct the disposition of 1,017,684 shares as of December 31, 2012(1).
(iv) Shared power to dispose or to direct the disposition of 0 shares.
Page 3 of 5 pages
| 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 5 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 |
Not applicable.
| Item 9. | Notice of Dissolution of Group |
Not applicable.
| Item 10. | Certification |
Not applicable.
Page 4 of 5 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.
| February 7, 2013 |
| Date |
| /s/ Gary L. Lauer |
| Signature |
| Gary L. Lauer, Chairman of the Board and Chief Executive Officer |
| Name/Title |
Page 5 of 5 pages