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