-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FPuBuFH1QWJxqtssYQhqodTkte0sARAF+DECggTnlijAr669hoGhyR4ofzJg5MT7 1ijKALBmELcCv17EcxCSAQ== 0000947871-09-000670.txt : 20091027 0000947871-09-000670.hdr.sgml : 20091027 20091027152418 ACCESSION NUMBER: 0000947871-09-000670 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20091023 FILED AS OF DATE: 20091027 DATE AS OF CHANGE: 20091027 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: HLTH CORP CENTRAL INDEX KEY: 0001009575 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 943236644 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: RIVER DRIVE CENTER 2 STREET 2: 669 RIVER DR CITY: ELMWOOD PARK STATE: NJ ZIP: 07407 BUSINESS PHONE: 2017033400 MAIL ADDRESS: STREET 1: RIVER DRIVE CENTER 2 STREET 2: 669 RIVER DR CITY: ELMWOOD PARK STATE: NJ ZIP: 07407 FORMER COMPANY: FORMER CONFORMED NAME: EMDEON CORP DATE OF NAME CHANGE: 20051018 FORMER COMPANY: FORMER CONFORMED NAME: WEBMD CORP /NEW/ DATE OF NAME CHANGE: 20001102 FORMER COMPANY: FORMER CONFORMED NAME: HEALTHEON CORP DATE OF NAME CHANGE: 19980729 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SARKOWSKY HERMAN CENTRAL INDEX KEY: 0001230612 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-24975 FILM NUMBER: 091139193 4 1 ss76255_4-sarkowskyex.xml X0303 4 2009-10-23 1 0001009575 HLTH CORP HLTH 0001230612 SARKOWSKY HERMAN 669 RIVER DRIVE, CENTER 2 ELMWOOD PARK NJ 07407 1 0 0 0 Common Stock 2009-10-23 4 D 0 316970 D 0 D Stock Option (right to buy) 10.00 2009-10-23 4 D 0 25000 D 2009-10-23 2010-07-03 Common Stock 25000 0 D Stock Option (right to buy) 14.80 2009-10-23 4 D 0 25000 D 2009-10-23 2011-07-01 Common Stock 25000 0 D Stock Option (right to buy) 15.50 2009-10-23 4 D 0 25000 D 2009-10-23 2012-07-01 Common Stock 25000 0 D Stock Option (right to buy) 22.90 2009-10-23 4 D 0 25000 D 2009-10-23 2013-07-01 Common Stock 25000 0 D Stock Option (right to buy) 19.675 2009-10-23 4 D 0 25000 D 2009-10-23 2014-11-01 Common Stock 25000 0 D Stock Option (right to buy) 13.625 2009-10-23 4 D 0 25000 D 2009-10-23 2015-07-01 Common Stock 25000 0 D Stock Option (right to buy) 8.1875 2009-10-23 4 D 0 30000 D 2009-10-23 2010-11-22 Common Stock 30000 0 D Stock Option (right to buy) 7.9375 2009-10-23 4 D 0 20000 D 2009-10-23 2011-01-01 Common Stock 20000 0 D Stock Option (right to buy) 3.43 2009-10-23 4 D 0 20000 D 2009-10-23 2011-09-20 Common Stock 20000 0 D Stock Option (right to buy) 7.06 2009-10-23 4 D 0 20000 D 2009-10-23 2012-01-01 Common Stock 20000 0 D Stock Option (right to buy) 6.99 2009-10-23 4 D 0 20000 D 2009-10-23 2012-11-04 Common Stock 20000 0 D Stock Option (right to buy) 8.55 2009-10-23 4 D 0 20000 D 2009-10-23 2013-01-01 Common Stock 20000 0 D Stock Option (right to buy) 8.99 2009-10-23 4 D 0 20000 D 2009-10-23 2014-01-01 Common Stock 20000 0 D Stock Option (right to buy) 8.16 2009-10-23 4 D 0 20000 D 2009-10-23 2015-01-01 Common Stock 20000 0 D Stock Option (right to buy) 8.46 2009-10-23 4 D 0 20000 D 2016-01-01 Common Stock 20000 0 D Stock Option (right to buy) 12.39 2009-10-23 4 D 0 20000 D 2017-01-01 Common Stock 20000 0 D Stock Option (right to buy) 13.40 2009-10-23 4 D 0 20000 D 2018-01-01 Common Stock 20000 0 D Stock Option (right to buy) 9.46 2009-10-23 4 D 0 20000 D 2018-12-10 Common Stock 20000 0 D Stock Option (right to buy) 10.46 2009-10-23 4 D 0 20000 D 2019-01-01 Common Stock 20000 0 D Pursuant to the terms of the merger agreement ("Merger Agreement") between HLTH Corporation ("HLTH") and WebMD Health Corp. ("WebMD") dated June 17, 2009, each share of HLTH common stock was automatically converted into .4444 shares of WebMD common stock on the effective date of the merger. Pursuant to the terms of the Merger Agreement, this stock option was automatically assumed by WebMD on the effective date of the merger and replaced with an option to purchase 11,110 shares of WebMD common stock with an exercise price of $22.51 per share. Pursuant to the terms of the Merger Agreement, this stock option was automatically assumed by WebMD on the effective date of the merger and replaced with an option to purchase 11,110 shares of WebMD common stock with an exercise price of $33.31 per share. Pursuant to the terms of the Merger Agreement, this stock option was automatically assumed by WebMD on the effective date of the merger and replaced with an option to purchase 11,110 shares of WebMD common stock with an exercise price of $34.88 per share. Pursuant to the terms of the Merger Agreement, this stock option was automatically assumed by WebMD on the effective date of the merger and replaced with an option to purchase 11,110 shares of WebMD common stock with an exercise price of $51.54 per share. Pursuant to the terms of the Merger Agreement, this stock option was automatically assumed by WebMD on the effective date of the merger and replaced with an option to purchase 11,110 shares of WebMD common stock with an exercise price of $44.28 per share. Pursuant to the terms of the Merger Agreement, this stock option was automatically assumed by WebMD on the effective date of the merger and replaced with an option to purchase 11,110 shares of WebMD common stock with an exercise price of $30.66 per share. Pursuant to the terms of the Merger Agreement, this stock option was automatically assumed by WebMD on the effective date of the merger and replaced with an option to purchase 13,332 shares of WebMD common stock with an exercise price of $18.43 per share. Pursuant to the terms of the Merger Agreement, this stock option was automatically assumed by WebMD on the effective date of the merger and replaced with an option to purchase 8,888 shares of WebMD common stock with an exercise price of $17.87 per share. Pursuant to the terms of the Merger Agreement, this stock option was automatically assumed by WebMD on the effective date of the merger and replaced with an option to purchase 8,888 shares of WebMD common stock with an exercise price of $7.72 per share. Pursuant to the terms of the Merger Agreement, this stock option was automatically assumed by WebMD on the effective date of the merger and replaced with an option to purchase 8,888 shares of WebMD common stock with an exercise price of $15.89 per share. Pursuant to the terms of the Merger Agreement, this stock option was automatically assumed by WebMD on the effective date of the merger and replaced with an option to purchase 8,888 shares of WebMD common stock with an exercise price of $15.73 per share. Pursuant to the terms of the Merger Agreement, this stock option was automatically assumed by WebMD on the effective date of the merger and replaced with an option to purchase 8,888 shares of WebMD common stock with an exercise price of $19.24 per share. Pursuant to the terms of the Merger Agreement, this stock option was automatically assumed by WebMD on the effective date of the merger and replaced with an option to purchase 8,888 shares of WebMD common stock with an exercise price of $20.23 per share. Pursuant to the terms of the Merger Agreement, this stock option was automatically assumed by WebMD on the effective date of the merger and replaced with an option to purchase 8,888 shares of WebMD common stock with an exercise price of $18.37 per share. 25% of the shares underlying the option vested or are scheduled to vest on the first anniversary of the grant date and 1/48 of the shares vested or are scheduled to vest monthly thereafter over the next three-year period (fully vested on the 4th anniversary of the grant date). The date of grant for each of these options was ten years prior to the expiration date. Pursuant to the terms of the Merger Agreement, this stock option was automatically assumed by WebMD on the effective date of the merger and replaced with an option to purchase 8,888 shares of WebMD common stock with an exercise price of $19.04 per share. Pursuant to the terms of the Merger Agreement, this stock option was automatically assumed by WebMD on the effective date of the merger and replaced with an option to purchase 8,888 shares of WebMD common stock with an exercise price of $27.89 per share. Pursuant to the terms of the Merger Agreement, this stock option was automatically assumed by WebMD on the effective date of the merger and replaced with an option to purchase 8,888 shares of WebMD common stock with an exercise price of $30.16 per share. Pursuant to the terms of the Merger Agreement, this stock option was automatically assumed by WebMD on the effective date of the merger and replaced with an option to purchase 8,888 shares of WebMD common stock with an exercise price of $21.29 per share. Pursuant to the terms of the Merger Agreement, this stock option was automatically assumed by WebMD on the effective date of the merger and replaced with an option to purchase 8,888 shares of WebMD common stock with an exercise price of $23.54 per share. /s/ Lewis H. Leicher, Attorney-in-Fact for Herman Sarkowsky 2009-10-26 -----END PRIVACY-ENHANCED MESSAGE-----