0000947871-17-000727.txt : 20170915
0000947871-17-000727.hdr.sgml : 20170915
20170915123137
ACCESSION NUMBER: 0000947871-17-000727
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: ZATZ STEVEN L
CENTRAL INDEX KEY: 0001230589
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35337
FILM NUMBER: 171087448
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
ss59056_4.xml
OWNERSHIP DOCUMENT
X0306
4
2017-09-15
1
0001326583
WebMD Health Corp.
WBMD
0001230589
ZATZ STEVEN L
C/O WEBMD HEALTH CORP.,
395 HUDSON STREET
NEW YORK
NY
10014
1
1
0
0
Chief Executive Officer
Common Stock
2017-09-15
4
U
0
47514
66.50
D
80000
D
Common Stock
2017-09-15
4
D
0
50000
66.50
D
30000
D
Common Stock
2017-09-15
4
D
0
30000
66.50
D
0
D
Common Stock
2017-09-15
4
U
0
104
66.50
D
0
I
By 401(k) Plan
Stock Option (right to buy)
36.62
2017-09-15
4
D
0
75000
D
2021-07-23
Common Stock
75000
0
D
Stock Option (right to buy)
13.15
2017-09-15
4
D
0
40000
D
2022-11-14
Common Stock
40000
0
D
Stock Option (right to buy)
33.40
2017-09-15
4
D
0
300000
D
2023-08-11
Common Stock
300000
0
D
Stock Option (right to buy)
42.99
2017-09-15
4
D
0
80000
D
2025-03-25
Common Stock
80000
0
D
Stock Option (right to buy)
49.00
2017-09-15
4
D
0
150000
D
2026-11-02
Common Stock
150000
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 restricted share that was outstanding and unvested immediately prior to the completion of the Merger was converted into the right of the holder to receive an amount in cash equal to $66.50, which will, subject to its terms and conditions, be scheduled to be payable promptly following the applicable vesting date for such restricted share (or earlier if subject to acceleration in accordance with its terms).
Pursuant to the Merger Agreement, each performance share that was outstanding and unvested immediately prior to the completion of the Merger was converted (assuming achievement of maximum level of performance criteria) into the right of the holder to receive an amount in cash equal to $66.50, which will, subject to its terms and conditions, be scheduled to be payable promptly following the applicable vesting date for such performance share (or earlier if subject to acceleration in accordance with its terms).
Pursuant to the Merger Agreement, each option that was vested and exercisable immediately prior to the completion of the Merger, or that vested upon the 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 applicable exercise price of each such option. Each unvested option was converted into the right of the holder to receive an amount in cash equal to the excess of $66.50 over the applicable exercise price of each such option, which will, subject to its terms and conditions, be scheduled to be payable promptly following the applicable vesting date for such option (or earlier if subject to acceleration in accordance with its terms).
All of the shares underlying the options expiring on July 23, 2021, November 14, 2022 and August 11, 2023 are vested. For the options expiring on March 25, 2025, 40,000 underlying shares are unvested. For the options expiring on November 2, 2026, all underlying shares are unvested.
/s/ Lewis H. Leicher, Attorney-in-Fact for Steven L. Zatz
2017-09-15