0000947871-17-000714.txt : 20170915
0000947871-17-000714.hdr.sgml : 20170915
20170915113030
ACCESSION NUMBER: 0000947871-17-000714
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20170915
FILED AS OF DATE: 20170915
DATE AS OF CHANGE: 20170915
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: 171087321
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
4
1
ss59041_4.xml
OWNERSHIP DOCUMENT
X0306
4
2017-09-15
1
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
2017-09-15
4
U
0
2322
66.50
D
0
D
Stock Option (right to buy)
14.34
2017-09-15
4
D
0
9900
D
2023-01-01
Common Stock
9900
0
D
Stock Option (right to buy)
39.50
2017-09-15
4
D
0
13200
D
2024-01-01
Common Stock
13200
0
D
Stock Option (right to buy)
39.55
2017-09-15
4
D
0
13200
D
2025-01-01
Common Stock
13200
0
D
Stock Option (right to buy)
48.30
2017-09-15
4
D
0
13200
D
2026-01-01
Common Stock
13200
0
D
Stock Option (right to buy)
49.57
2017-09-15
4
D
0
13200
D
2027-01-01
Common Stock
13200
0
D
Sold in a tender offer made by Diagnosis Merger Sub, Inc., a Delaware Corporation ("Purchaser") and a wholly-owned subsidiary of MH Sub I, LLC, a Delaware limited liability company ("Parent"), to purchase all of the issued and outstanding shares of common stock of WebMD Health Corp., a Delaware corporation ("WebMD"), for $66.50 per share, pursuant to the terms of that certain Agreement and Plan of Merger, dated as of July 24, 2017, by and among WebMD, Purchaser, and Parent (the "Merger Agreement").
On September 15, 2017, the merger transaction (the "Merger") contemplated by the Merger Agreement was completed and WebMD was acquired by the Purchaser and ceased to be a public company. Pursuant to the Merger Agreement, each option that was vested and exercisable immediately prior to completion of the Merger, or that vested upon completion of the Merger in accordance with its terms, was automatically cancelled in exchange for the right of the holder to receive an amount in cash equal to the excess of $66.50 over the exercise price of each such option. In connection with the completion of the Merger, each unvested option held by the Reporting Person fully accelerated. The Reporting Person no longer owns any securities issued by WebMD.
/s/ Lewis H. Leicher, Attorney-in-Fact for Mark Adler
2017-09-15