SEC Form 4 · accession 0000947871-16-001714

WebMD Health Corp. · WBMD

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

Reporting owner

Director

Period of report

Nov 22, 2016

Accepted (ET)

Nov 23, 2016 · 6:16 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 Stock	Nov 22, 2016	M	13,200	$40.02	A	31,421	D
Common Stock^F1	Nov 22, 2016	F	9,771	$54.07	D	21,650	D
Common Stock	Nov 22, 2016	M	13,200	$41.07	A	34,850	D
Common Stock^F2	Nov 22, 2016	F	10,031	$54.05	D	24,819	D
Common Stock	Nov 22, 2016	M	13,200	$38.49	A	38,019	D
Common Stock^F3	Nov 22, 2016	F	9,406	$54.02	D	28,613	D
Common Stock	holding	—	—		—	69	I	By 401(k) Plan

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock Option (right to buy)^F4	$40.02	Nov 22, 2016	M	13,200	D	—	Jan 1, 2017	Common Stock	13,200	D
Stock Option (right to buy)^F5	$41.07	Nov 22, 2016	M	13,200	D	—	Jan 1, 2018	Common Stock	13,200	D
Stock Option (right to buy)^F6	$38.49	Nov 22, 2016	M	13,200	D	—	Jan 1, 2020	Common Stock	13,200	D

F1Mr. Keller received 3,429 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 9,771 shares being retained by the issuer to pay the exercise price.
F2Mr. Keller received 3,169 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 10,031 shares being retained by the issuer to pay the exercise price.
F3Mr. Keller received 3,794 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 9,406 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 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.
F625% 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.