13D Filing: Cannell Capital and Ehealth Inc. (EHTH)

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CUSIP No. 28238P109 Page 5 of 10 Pages
Item 4.   Purpose of Transaction


Mr. Cannell, on behalf of the Investment Vehicles, identified the Company as an
entity satisfying each of the Investment Vehicle’s investment criteria. The Investment Vehicles acquired and continue
to hold the Shares as a long-term investment.


Mr. Cannell makes this Schedule 13D filing to disclose its ownership of the Shares and a letter sent to the Chief Executive Officer of the Company.
The letter is attached as Exhibit 99.

Mr. Cannell reserves the right to discuss various views and opinions with respect to
the Company and its business plans with the Company or the members of its senior
management. The discussion of such views and opinions may extend from ordinary
day-to-day business operations to matters such as nominees for representation on the
Company’s board of directors, senior management decisions and extraordinary business
transactions. Mr. Cannell reserves the right to take such action as he may deem
necessary from time to time to seek to maximize the value of the Shares. Such
actions may include, but may not necessarily be limited to, pursuit of strategic
initiatives to enhance shareholder value.


Mr. Cannell may engage in any of the actions specified in Items 4(a) through 4(j) to the Schedule 13D general instructions.


Except as set forth above and laid out in Exhibit 99, Mr. Cannell has no
present plans or proposals that relate to or would result in any of the
transactions described in Item 4 of Schedule 13D.

Item 5.   Interest in Securities of the Issuer
Based on information set forth in the Company’s Form 10-K as filed with the
Securities and Exchange Commission on March 16, 2017, there were 18,357,020
Common Shares issued and outstanding as of February 28, 2017.

(a)  As of the Reporting Date, for the purposes of Reg. Section 240.13d-3, Cannell
Capital LLC may be deemed to beneficially own 1,762,060 Shares, or approximately
9.6% of the Shares deemed issued and outstanding as of the Reporting Date.

(b)  Cannell Capital LLC possesses the sole power to vote and to direct
the disposition of the Shares held by the Investment Vehicles.

(c)  The following table details the transactions during the sixty days on or prior
to the Reporting Date in Shares, or securities convertible into, exercisable for or
exchangeable for Shares, by Cannell Capital LLC or any other person or entity
controlled by him or any person or entity for which he possesses voting or
investment control over the securities thereof (each of which was effected in
an ordinary brokerage transaction by Cannell Capital LLC on behalf
of the Investment Vehicles).

Entity Date Quantity Price

Per Share

Form Of

Transaction

&nbsp
Cannell SMAs 03/20/2017 2,720 11.6539 Buy
Cuttyhunk 03/20/2017 3,144 11.6539 Buy
Tonga 03/20/2017 8,926 11.6539 Buy
Tristan 03/20/2017 4,649 11.6539 Buy
Tristan Offshore 03/20/2017 2,333 11.6539 Buy
Cannell SMAs 03/21/2017 5,491 11.3607 Buy
Cuttyhunk 03/21/2017 6,347 11.3607 Buy
Tonga 03/21/2017 18,023 11.3607 Buy
Tristan 03/21/2017 9,383 11.3607 Buy
Tristan Offshore 03/21/2017 4,708 11.3607 Buy
Cannell SMAs 03/22/2017 3,574 11.0118 Buy
Cuttyhunk 03/22/2017 4,131 11.0118 Buy
Tonga 03/22/2017 11,727 11.0118 Buy
Tristan 03/22/2017 6,108 11.0118 Buy
Tristan Offshore 03/22/2017 3,065 11.0118 Buy

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