0000947871-16-001754.txt : 20161208 0000947871-16-001754.hdr.sgml : 20161208 20161208173040 ACCESSION NUMBER: 0000947871-16-001754 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20161207 FILED AS OF DATE: 20161208 DATE AS OF CHANGE: 20161208 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: WebMD Health Corp. CENTRAL INDEX KEY: 0001326583 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 202783228 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 395 HUDSON STREET CITY: NEW YORK STATE: NY ZIP: 10014 BUSINESS PHONE: 212-624-3700 MAIL ADDRESS: STREET 1: 395 HUDSON STREET CITY: NEW YORK STATE: NY ZIP: 10014 FORMER COMPANY: FORMER CONFORMED NAME: WebMD Health Holdings, Inc. DATE OF NAME CHANGE: 20050510 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ADLER MARK J MD CENTRAL INDEX KEY: 0001230587 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35337 FILM NUMBER: 162042292 4 1 ss22810_4.xml OWNERSHIP DOCUMENT X0306 4 2016-12-07 0 0001326583 WebMD Health Corp. WBMD 0001230587 ADLER MARK J MD C/O WEBMD HEALTH CORP., 395 HUDSON STREET NEW YORK NY 10014 1 0 0 0 Common Stock 2016-12-07 4 M 0 2037 30.16 A 8359 D Common Stock 2016-12-07 4 F 0 1146 53.64 D 7213 D Common Stock 2016-12-07 4 M 0 13200 40.02 A 20413 D Common Stock 2016-12-07 4 F 0 9818 53.81 D 10595 D Common Stock 2016-12-07 4 M 0 13200 41.07 A 23795 D Common Stock 2016-12-07 4 F 0 10124 53.55 D 13671 D Common Stock 2016-12-07 4 M 0 13200 38.49 A 26871 D Common Stock 2016-12-07 4 F 0 9479 53.60 D 17392 D Common Stock 2016-12-07 4 M 0 13200 37.55 A 30592 D Common Stock 2016-12-07 4 F 0 9241 53.64 D 21351 D Common Stock 2016-12-07 4 S 0 19029 53.37 D 2322 D Stock Option (right to buy) 30.16 2016-12-07 4 M 0 2037 0 D 2018-01-01 Common Stock 2037 0 D Stock Option (right to buy) 40.02 2016-12-07 4 M 0 13200 0 D 2017-01-01 Common Stock 13200 0 D Stock Option (right to buy) 41.07 2016-12-07 4 M 0 13200 0 D 2018-01-01 Common Stock 13200 0 D Stock Option (right to buy) 38.49 2016-12-07 4 M 0 13200 0 D 2020-01-01 Common Stock 13200 0 D Stock Option (right to buy) 37.55 2016-12-07 4 M 0 13200 0 D 2022-01-01 Common Stock 13200 0 D Mr. Adler received 891 shares of WebMD Common Stock upon net share settlement of his exercise of options to purchase 2,037 shares of WebMD Common Stock, with the remaining 1,146 shares being retained by the issuer to pay the exercise price. Mr. Adler received 3,382 shares of WebMD Common Stock upon net share settlement of his exercise of options to purchase 13,200 shares of WebMD Common Stock, with the remaining 9,818 shares being retained by the issuer to pay the exercise price. Mr. Adler received 3,076 shares of WebMD Common Stock upon net share settlement of his exercise of options to purchase 13,200 shares of WebMD Common Stock, with the remaining 10,124 shares being retained by the issuer to pay the exercise price. Mr. Adler received 3,721 shares of WebMD Common Stock upon net share settlement of his exercise of options to purchase 13,200 shares of WebMD Common Stock, with the remaining 9,479 shares being retained by the issuer to pay the exercise price. Mr. Adler received 3,959 shares of WebMD Common Stock upon net share settlement of his exercise of options to purchase 13,200 shares of WebMD Common Stock, with the remaining 9,241 shares being retained by the issuer to pay the exercise price. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $53.29 to $53.53 inclusive. The reporting person undertakes to provide to WebMD Health Corp., any security holder of WebMD Health Corp., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (6) to this Form 4. 25% of the shares underlying the option vested on the first anniversary of the grant date and 1/48 of the shares vested monthly thereafter over the next three-year period (fully vested on the 4th anniversary of the grant date). The date of grant for this option was ten years prior to the expiration date. 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. /s/ Lewis H. Leicher, Attorney-in-Fact for Mark Adler 2016-12-08