-----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, FkXw4HS3fV9NG8UHYcaEf51tj3aWJH8cPC8HKEAh+GX8CWLhnq0ovrXcYLwl5ZPr 6JTIFJwF6fCWWjI1+XTpqQ== 0000947871-09-000686.txt : 20091027 0000947871-09-000686.hdr.sgml : 20091027 20091027160458 ACCESSION NUMBER: 0000947871-09-000686 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: MELE CHARLES A CENTRAL INDEX KEY: 0001230594 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-24975 FILM NUMBER: 091139382 4 1 ss76173_4-meleex.xml X0303 4 2009-10-23 1 0001009575 HLTH CORP HLTH 0001230594 MELE CHARLES A 669 RIVER DRIVE, CENTER 2 ELMWOOD PARK NJ 07407 0 1 0 0 Executive VP, General Counsel Common Stock 2009-10-23 4 D 0 125932 D 0 D Common Stock 2009-10-23 4 D 0 1855 D 0 I By 401(k) Plan Stock Option (right to buy) 11.55 2009-10-23 4 D 0 625000 D 2009-10-23 2010-06-05 Common Stock 625000 0 D Stock Option (right to buy) 12.75 2009-10-23 4 D 0 200000 D 2009-10-23 2010-08-21 Common Stock 200000 0 D Stock Option (right to buy) 3.43 2009-10-23 4 D 0 110000 D 2009-10-23 2011-09-20 Common Stock 110000 0 D Stock Option (right to buy) 8.59 2009-10-23 4 D 0 250000 D 2009-10-23 2014-03-17 Common Stock 250000 0 D Stock Option (right to buy) 11.86 2009-10-23 4 D 0 300000 D 2009-10-23 2016-10-23 Common Stock 300000 0 D Stock Option (right to buy) 9.46 2009-10-23 4 D 0 300000 D 2018-12-10 Common Stock 300000 0 D Includes 72,500 shares of Restricted Stock. 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 277,750 shares of WebMD common stock with an exercise price of $26.00 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 88,880 shares of WebMD common stock with an exercise price of $28.70 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 48,884 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 111,100 shares of WebMD common stock with an exercise price of $19.33 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 133,320 shares of WebMD common stock with an exercise price of $26.69 per share. 25% of the shares underlying the options vested or are scheduled to vest on each of the first, second, third, and fourth grant date anniversaries. 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 133,320 shares of WebMD common stock with an exercise price of $21.29 per share. /s/ Lewis H. Leicher, Attorney-in-Fact for Charles A. Mele 2009-10-26 -----END PRIVACY-ENHANCED MESSAGE-----