SEC Form 4 · accession 0000947871-16-001708
WebMD Health Corp. · WBMD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Martin J Wygod
Officer — Chairman of the Board · Director
Period of report
Nov 17, 2016
Accepted (ET)
Nov 21, 2016 · 6:41 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001326583
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Nov 17, 2016 | S | 36,308 | $54.00 | D | 156,591 | D | |
| Common StockF2 | Nov 18, 2016 | S | 29,879 | $53.93 | D | 126,712 | D | |
| Common Stock | Nov 18, 2016 | M | 16,666 | $38.65 | A | 143,378 | D | |
| Common StockF3 | Nov 18, 2016 | F | 14,406 | $53.95 | D | 128,972 | D | |
| Common Stock | Nov 18, 2016 | M | 175,000 | $29.44 | A | 303,972 | D | |
| Common StockF4 | Nov 18, 2016 | F | 136,982 | $53.95 | D | 166,990 | D | |
| Common StockF5 | Nov 21, 2016 | S | 23,656 | $53.85 | D | 143,334 | D | |
| Common StockF6 | Jul 20, 2016 | G | 4,000 | $0.00 | D | 772,173 | I | By Trust |
| Common StockF7 | Jul 20, 2016 | G | 26,146 | $0.00 | D | 0 | I | By SYNC, Inc. |
| Common Stock | holding | — | — | — | 2,222 | I | By Spouse | |
| Common Stock | holding | — | — | — | 105 | I | By 401(k) Plan |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Option (right to buy)F8 | $38.65 | Nov 18, 2016 | M | 16,666 | D | — | Dec 18, 2023 | Common Stock | 16,666 | 33,334 | D |
| Option (right to buy)F9 | $29.44 | Nov 18, 2016 | M | 175,000 | D | — | Sep 25, 2021 | Common Stock | 175,000 | 0 | D |
Explanation of responses
- F1The prices reported in Column 4 are weighted average prices. These shares were sold in multiple transactions at prices ranging from $53.87 to $54.15 inclusive. The reporting person undertakes to provide to WebMD Health Corp., any security holder of WebMD Health Corp., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (1) to this Form 4.
- F2The prices reported in Column 4 are weighted average prices. These shares were sold in multiple transactions at prices ranging from $53.83 to $54.01 inclusive. The reporting person undertakes to provide to WebMD Health Corp., any security holder of WebMD Health Corp., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (2) to this Form 4.
- F3Mr. Wygod received 2,260 shares of WebMD Common Stock upon net share settlement of his exercise of options to purchase 16,666 shares of WebMD Common Stock, with the remaining 14,406 shares being retained by the issuer to pay the exercise price and to satisfy the minimum tax withholding requirements arising from the exercise.
- F4Mr. Wygod received 38,018 shares of WebMD Common Stock upon net share settlement of his exercise of options to purchase 175,000 shares of WebMD Common Stock, with the remaining 136,982 shares being retained by the issuer to pay the exercise price and to satisfy the minimum tax withholding requirements arising from the exercise.
- F5The prices reported in Column 4 are weighted average prices. These shares were sold in multiple transactions at prices ranging from $53.81 to $53.89 inclusive. The reporting person undertakes to provide to WebMD Health Corp., any security holder of WebMD Health Corp., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (5) to this Form 4.
- F6On 7/20/2016, the Wygod Family Revocable Living Trust, of which Mr. Wygod is a trustee, gifted 4,000 shares to the WebMD Health Foundation, Inc., a private charitable foundation.
- F7On 7/20/2016, SYNC, Inc., which is wholly owned by Mr. Wygod, gifted 20,146 shares to the WebMD Health Foundation, Inc. and 6,000 shares to the Rose Foundation, both of which are private charitable foundations.
- F8One-third of the shares underlying the option vest on each of the second, third and fourth anniversaries of the grant date (fully vested on the 4th anniversary of the grant date). The date of grant for the options was ten years prior to the expiration date.
- F925% of the shares underlying the option vested on each of 9/25/2012, 9/25/2013, 9/25/2014 and 9/25/2015 (fully vested on 9/25/2015). The date of grant for the options was ten years prior to the expiration date.