0000947871-17-000061.txt : 20170123 0000947871-17-000061.hdr.sgml : 20170123 20170123155758 ACCESSION NUMBER: 0000947871-17-000061 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170113 FILED AS OF DATE: 20170123 DATE AS OF CHANGE: 20170123 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: Treese Richard CENTRAL INDEX KEY: 0001695461 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35337 FILM NUMBER: 17541051 MAIL ADDRESS: STREET 1: C/O WEBMD HEALTH CORP. STREET 2: 395 HUDSON STREET CITY: NEW YORK STATE: NY ZIP: 10014 3 1 ss27711_3.xml OWNERSHIP DOCUMENT X0206 3 2017-01-13 0 0001326583 WebMD Health Corp. WBMD 0001695461 Treese Richard C/O WEBMD HEALTH CORP., 395 HUDSON STREET NEW YORK NY 10014 0 1 0 0 Exec VP & CTO Common Stock 15693 D Stock Option (Right to Buy) 22.90 2022-05-29 Common Stock 10000 D Stock Option (Right to Buy) 13.15 2022-11-14 Common Stock 20000 D Stock Option (Right to Buy) 44.73 2024-04-25 Common Stock 15000 D Stock Option (Right to Buy) 46.26 2025-06-17 Common Stock 20000 D Stock Option (Right to Buy) 49.00 2026-11-02 Common Stock 30000 D 10,000 shares are vested and exercisable. 20,000 shares are vested and exercisable. 7,500 shares are vested and exercisable, and 3,750 unvested shares are scheduled to vest on each of 04/25/2017 and 04/25/2018. 6,666 shares are vested and exercisable, and 6,667 unvested shares are scheduled to vest on each of 06/17/17 and 06/17/2018. 10,000 unvested shares are scheduled to vest on each of 11/02/2018, 11/02/2019, 11/02/2020. Exhibit List: Exhibit 24 - Power of Attorney /s/ Lewis H. Leicher, Attorney-in-Fact for Richard Treese 2017-01-23 EX-24 2 ss27711_ex24.htm POWER OF ATTORNEY

 
Exhibit 24
POWER OF ATTORNEY
 
Know all by these presents that the undersigned hereby constitutes and appoints each of Charles A. Mele, Douglas W. Wamsley and Lewis H. Leicher, signing singly, the undersigned’s true and lawful attorney-in-fact to:
           
(1)          execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer of WebMD Health Corp. (the “Company”) or otherwise, Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder and Forms 144 under the Securities Act of 1933 and the rules thereunder and Form ID and related forms for receiving and maintaining EDGAR codes (a filing to be made using any such form is referred to below as a “Form”);
                   
(2)          do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form, complete and execute any amendment or amendments thereto, and timely file such Form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
                   
(3)          take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
            
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.
             
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 and no longer required to file Form 144s with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
               
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 20th day of January 2017.
                         
                         
 
   /s/ Richard Treese
  
 
Richard Treese