SEC Form 4 · accession 0000947871-16-001713

WebMD Health Corp. · WBMD

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Neil F Dimick

Director

Period of report

Nov 22, 2016

Accepted (ET)

Nov 23, 2016 · 6:11 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
Common Stock	Nov 22, 2016	M	8,888	$30.16	A	26,789	D
Common Stock^F1	Nov 22, 2016	F	4,982	$53.81	D	21,807	D
Common Stock	Nov 22, 2016	M	13,200	$40.02	A	35,007	D
Common Stock^F2	Nov 22, 2016	F	9,818	$53.81	D	25,189	D
Common Stock	Nov 22, 2016	M	13,200	$23.59	A	38,389	D
Common Stock^F3	Nov 22, 2016	F	5,787	$53.81	D	32,602	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock Option (right to buy)^F4	$30.16	Nov 22, 2016	M	8,888	D	—	Jan 1, 2018	Common Stock	8,888	D
Stock Option (right to buy)^F5	$40.02	Nov 22, 2016	M	13,200	D	—	Jan 1, 2017	Common Stock	13,200	D
Stock Option (right to buy)^F6	$23.59	Nov 22, 2016	M	13,200	D	—	Jan 1, 2019	Common Stock	13,200	D

Explanation of responses

F1Mr. Dimick received 3,906 shares of WebMD Common Stock upon net share settlement of his exercise of options to purchase 8,888 shares of WebMD Common Stock, with the remaining 4,982 shares being retained by the issuer to pay the exercise price.
F2Mr. Dimick received 3,382 shares of WebMD Common Stock upon net share settlement of his exercise of options to purchase 13,200 shares of WebMD Common Stock, with the remaining 9,818 shares being retained by the issuer to pay the exercise price.
F3Mr. Dimick received 7,413 shares of WebMD Common Stock upon net share settlement of his exercise of options to purchase 13,200 shares of WebMD Common Stock, with the remaining 5,787 shares being retained by the issuer to pay the exercise price.
F425% of the shares underlying the option vested on each of the first, second, third and fourth anniversary of the date of grant (fully vested on the 4th anniversary of the grant date). The date of grant was ten years prior to the expiration date.
F525% of the shares underlying the option vested on the first anniversary of the grant date and 1/48 of the shares vested or monthly thereafter over the next three-year period (fully vested on the 4th anniversary of the grant date). The date of grant was ten years prior to the expiration date.
F625% of the shares underlying the option vested on the first anniversary of the grant date and 1/48 of the shares vested or monthly thereafter over the next three-year period (fully vested on the 4th anniversary of the grant date). The date of grant was ten years prior to the expiration date.