| Item 1. | |
| (a) | Name of issuer:
eHealth, Inc. |
| (b) | Address of issuer's principal executive offices:
13620 Ranch Road 620 N, Suite A250, Austin, Texas 78717 |
| Item 2. | |
| (a) | Name of person filing:
This Statement is filed by each of the entities and persons listed below, all of whom together are referred to as the "Reporting Persons":
(i) 8 Knots Fund, LP, a Delaware limited partnership ("8 Knots Fund"). 8 Knots GP (as defined below) is the general partner of 8 Knots Fund.
(ii) 8 Knots Fund II, LP, a Delaware limited partnership ("8 Knots Fund II"). 8 Knots GP (as defined below) is the general partner of 8 Knots Fund II.
(iii) 8 Knots GP, LP, a Delaware limited partnership ("8 Knots GP"). 8 Knots Management (as defined below) is the general partner of 8 Knots GP.
(iv) 8 Knots Management, LLC, a Delaware limited liability company ("8 Knots Management"). Scott Green is the managing member of 8 Knots Management.
(v) Scott Green is the sole member and managing member of 8 Knots Management. |
| (b) | Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is c/o 8 Knots Management, 4530 Woodfin Drive, Dallas, Texas 75220. |
| (c) | Citizenship:
(i) 8 Knots Fund is a Delaware limited partnership.
(ii) 8 Knots Fund II is a Delaware limited partnership.
(iii) 8 Knots GP is a Delaware limited partnership.
(iv) 8 Knots Management is a Delaware limited liability company.
(v) Scott Green is a citizen of the United States. |
| (d) | Title of class of securities:
Common Stock, par value $0.001 per share |
| (e) | CUSIP No.:
28238P109 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) |  An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership |
| (a) | Amount beneficially owned:
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. The information in Item 4(b) and 4(c) is incorporated herein by reference.
8 Knots Fund beneficially owns 1,283,482 shares of Common Stock of the Issuer. 8 Knots Fund II beneficially owns 105,579 shares of Common Stock of the Issuer. 8 Knots GP, as the general partner of 8 Knots Fund and 8 Knots Fund II, may be deemed to beneficially own the Common Stock owned by 8 Knots Fund and 8 Knots Fund II. Additionally, Scott Green, is an individual and sole managing member of 8 Knots Management. 8 Knots Management, an investment adviser registered with the U.S. Securities and Exchange Commission under Section 203 of the Investment Advisers Act of 1940, serves as investment manager to 8 Knots Fund and 8 Knots Fund II pursuant to investment advisory agreements with the 8 Knots Fund and 8 Knots Fund II. Accordingly, 8 Knots Management and Mr. Green may be deemed to have beneficial ownership over the shares of Common Stock directly owned by 8 Knots Fund, 8 Knots Fund II, the Sub-Advised Fund (as defined below), and the SMAs (as defined below).
8 Knots Management also serves as a sub-adviser, pursuant to a sub-advisory investment management agreement, to another private investment fund (such sub-advised fund, the "Sub-Advised Fund") which beneficially owns 153,587 shares of Common Stock. While 8 Knots Management maintains investment discretion with respect to the Sub-Advised Fund, including the Common Stock, the sub-advisory investment management agreement is terminable by the Sub-Advised Fund's investment manager at any time upon 30 days written notice. Accordingly, 8 Knots Management and Mr. Green disclaim beneficial ownership of the Common Stock owned by the Sub-Advised Fund.
8 Knots Management serves as an adviser to five separately managed accounts (each, an "SMA", and collectively, the "SMAs") pursuant to respective investment management agreements entered into between 8 Knots Management and each SMA. The SMAs beneficially own shares of Common Stock as follows: (i) one SMA beneficially owns 159,054 shares of Common Stock ("SMA-1"), (ii) another SMA beneficially owns 105,692 shares of Common Stock ("SMA-2"), (iii) a third SMA beneficially owns 147,315 shares of Common Stock ("SMA-3"), (iv) a fourth SMA beneficially owns 393,575 shares of Common Stock ("SMA-4"), and (v) a fifth SMA beneficially owns 115,678 shares of Common Stock ("SMA-5"). While 8 Knots Management maintains investment discretion with respect to each of SMA-1, SMA-3, SMA-4, and SMA-5, including the authority to vote and dispose of the Common Stock on behalf of each SMA, the respective investment management agreements with SMA-1, SMA-3, SMA-4, and SMA-5 are terminable by each such SMA at any time upon 60 days written notice. Accordingly, 8 Knots Management and Mr. Green disclaim beneficial ownership of the Common Stock owned by the SMA-1, SMA-3, SMA-4, and SMA-5. While 8 Knots Management maintains investment discretion with respect to SMA-2, including the authority to vote and dispose of the Common Stock on behalf of SMA-2, the respective investment management agreement with SMA-2 is terminable by SMA-2 at any time upon 61 days written notice. Accordingly, 8 Knots Management and Mr. Green may be deemed to have beneficial ownership of the Common Stock owned by SMA-2.
The percentages herein are calculated based on 29,942,604 shares of the Issuer's Common Stock outstanding, as disclosed on Form 10-K filed by the Issuer with the Securities and Exchange Commission on February 27, 2025. |
| (b) | Percent of class:
The information set forth in Rows (5) - (11) of the cover page for each Reporting Person hereto is incorporated herein by reference for each such Reporting Person. The information in Item 4(a) is incorporated herein by reference.
8 Knots Management LLC - 8.23%
Scott Green - 8.23%
8 Knots Fund GP, LP - 4.64%
8 Knots Fund, LP - 4.29%
8 Knots Fund II, LP - 0.35% |
| (c) | Number of shares as to which the person has:
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| | (i) Sole power to vote or to direct the vote:
0
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| | (ii) Shared power to vote or to direct the vote:
The information set forth in Rows (5) - (11) of the cover page for each Reporting Person hereto is incorporated herein by reference for each such Reporting Person. The information in Item 4(a) and 4(b) is incorporated herein by reference.
8 Knots Management LLC - 8.23%
Scott Green - 8.23%
8 Knots Fund GP, LP - 4.64%
8 Knots Fund, LP - 4.29%
8 Knots Fund II, LP - 0.35%
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| | (iii) Sole power to dispose or to direct the disposition of:
0
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| | (iv) Shared power to dispose or to direct the disposition of:
The information set forth in Rows (5) - (11) of the cover page for each Reporting Person hereto is incorporated herein by reference for each such Reporting Person. The information in Item 4(a) and 4(b) is incorporated herein by reference.
8 Knots Management LLC - 2,463,962
Scott Green - 2,463,962
8 Knots Fund GP, LP - 1,389,061
8 Knots Fund, LP - 1,283,482
8 Knots Fund II, LP - 105,579
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Mr. Green, 8 Knots GP, and 8 Knots Management may be deemed to beneficially own 1,283,482 shares of Common Stock reported in this statement beneficially owned by 8 Knots Fund, which represents 4.29% of the Common Stock of the Issuer. 8 Knots Fund holds the right to receive dividends from, or the proceeds from the sale of, all such 1,283,482 shares of Common Stock.
Mr. Green, 8 Knots GP, and 8 Knots Management may be deemed to beneficially own 105,579 shares of Common Stock reported in this statement beneficially owned by 8 Knots Fund II, which represents 0.35% of the Common Stock of the Issuer. 8 Knots Fund II holds the right to receive dividends from, or the proceeds from the sale of, all such 105,579 shares of Common Stock.
Shares of common stock representing 921,314 shares of Common Stock are held by the SMAs in the aggregate, each of which has the right to receive dividends from, or the proceeds from the sale of, the actual shares held by each such SMA (as set forth in Item 4). Such interest does not relate to more than 5 percent of the outstanding Common Stock. |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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