Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
QUESTMARK PARTNERS LP
  2. Issuer Name and Ticker or Trading Symbol
eHealth, Inc. [EHTH]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
3. Date of Earliest Transaction (Month/Day/Year)
10/18/2006
(Street)

,  
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 10/18/2006   C   1,481,537 A (1) 1,481,537 D (2) (3)  
Common Stock 10/18/2006   C   262,445 A (1) 262,445 D (4) (5)  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series C Convertible Preferred Stock (1) 10/18/2006 10/18/2006 C     1,481,537 10/18/2006 10/18/2006 Common Stock 1,481,537 (1) 0 D (2) (3)  
Series C Convertible Preferred Stock (1) 10/18/2006 10/18/2006 C     262,445 10/18/2006 10/18/2006 Common Stock 262,445 (1) 0 D (4) (5)  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
QUESTMARK PARTNERS LP

 
    X    
QUESTMARK PARTNERS SIDE FUND LP

 
    X    
QUESTMARK ADVISERS LLC

 
    X    
Schapiro Benjamin S
C/O QUESTMARK PARTNERS, L.P.
ONE SOUTH STREET, SUITE 800
BALTIMORE, MD 21202
    X    
Hitchner Thomas R
C/O QUESTMARK PARTNERS, L.P.
ONE SOUTH STREET, SUITE 800
BALTIMORE, MD 21202
    X    
Invus Group, LLC
750 LEXINGTON AVENUE
NEW YORK, NY 10022
    X    
Invus, CV
C/O THE INVUS GROUP
750 LEXINGTON AVENUE
NEW YORK, NY 10022
    X    
Ulys, LLC
C/O THE INVUS GROUP, LLC
750 LEXINGTON AVENUE
NEW YORK, NY 10022
    X    
DEBBANE RAYMOND
C/O THE INVUS GROUP, LLC
750 LEXINGTON AVENUE
NEW YORK, NY 10022
    X    

Signatures

 /s/ Timothy L. Krongard, by power of attorney   10/18/2006
**Signature of Reporting Person Date

Explanation of Responses:

* 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) All of the outstanding shares of the Issuer's Series C Convertible Preferred Stock converted into shares of the Issuer's common stock on a 1-for-1 basis immediately upon the closing of the Issuer's initial public offering.
(2) QuestMark Partners, L.P., is the record holder of the securities. As the general partner of QuestMark Partners, L.P., QuestMark Advisers, L.L.C. may be deemed a beneficial owner of the securities. In their capacities as managing members of QuestMark Advisers, L.L.C., each of Benjamin S. Shapiro, Thomas R. Hitchner and The Invus Group, LLC, a Delaware limited liability company ("Invus Group"), may be deemed to be beneficial owners of the securities. The managing member of Invus Group is Invus, CV, a limited partnership organized under the laws of the Netherlands. The general partner and Managing Partner of Invus, CV is Ulys, LLC, a Delaware limited liability company ("Ulys").
(3) Mr. Raymond Debbane serves as the President of Invus Group and as the Managing Director of Ulys. In such capacitities, Mr. Debbane may be deemed to be a beneficial owner of the securities. Each Joint Filer, other than QuestMark Partners, expressly disclaims beneficial ownership of the securities, except to the extent of its pecuniary interest therein, if any.
(4) QuestMark Partners Side Fund, L.P., is the record holder of the securities. As the general partner of both QuestMark Partners, L.P. and QuestMark Partners Side Fund, L.P., QuestMark Advisers, L.L.C. may be deemed a beneficial owner of the securities. In their capacities as managing members of QuestMark Advisers, L.L.C., each of Benjamin S. Shapiro, Thomas R. Hitchner and Invus Group may be deemed to be beneficial owners of the securities.
(5) The managing member of Invus Group is Invus, CV. The general partner and Managing Partner of Invus, CV is Ulys. Mr. Raymond Debbane serves as the President of Invus Group and as the Managing Director of Ulys. In such capacities, Mr. Debbane may be deemed to be a beneficial owner of the securities. Each Joint Filer, other than QuestMark Partners, expressly disclaims beneficial ownership of the securities, except to the extent of its pecuniary interest therein, if any.

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