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