SEC Form 4 · accession 0000947871-16-001715
WebMD Health Corp. · WBMD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Joseph E Smith
Director
Period of report
Nov 22, 2016
Accepted (ET)
Nov 23, 2016 · 6:19 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 | 8,888 | $27.89 | A | 52,809 | D | |
| Common StockF1 | Nov 22, 2016 | F | 4,606 | $53.82 | D | 48,203 | D | |
| Common Stock | Nov 22, 2016 | M | 8,888 | $30.16 | A | 57,091 | D | |
| Common StockF2 | Nov 22, 2016 | F | 4,981 | $53.82 | D | 52,110 | D | |
| Common Stock | Nov 22, 2016 | M | 8,888 | $21.29 | A | 60,998 | D | |
| Common StockF3 | Nov 22, 2016 | F | 3,516 | $53.82 | D | 57,482 | D | |
| Common Stock | Nov 22, 2016 | M | 8,888 | $23.54 | A | 66,370 | D | |
| Common StockF4 | Nov 22, 2016 | F | 3,889 | $53.81 | D | 62,481 | D | |
| Common Stock | Nov 22, 2016 | M | 9,900 | $14.34 | A | 72,381 | D | |
| Common StockF5 | Nov 22, 2016 | F | 2,639 | $53.81 | D | 69,742 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F6 | $27.89 | Nov 22, 2016 | M | 8,888 | D | — | Jan 1, 2017 | Common Stock | 8,888 | 0 | D |
| Stock Option (right to buy)F7 | $30.16 | Nov 22, 2016 | M | 8,888 | D | — | Jan 1, 2018 | Common Stock | 8,888 | 0 | D |
| Stock Option (right to buy)F8 | $21.29 | Nov 22, 2016 | M | 8,888 | D | — | Dec 10, 2018 | Common Stock | 8,888 | 0 | D |
| Stock Option (right to buy)F9 | $23.54 | Nov 22, 2016 | M | 8,888 | D | — | Jan 1, 2019 | Common Stock | 8,888 | 0 | D |
| Stock Option (right to buy)F10 | $14.34 | Nov 22, 2016 | M | 9,900 | D | — | Jan 1, 2023 | Common Stock | 9,900 | 3,300 | D |
Explanation of responses
- F1Mr. Smith received 4,282 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 4,606 shares being retained by the issuer to pay the exercise price.
- F1025% 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.
- F2Mr. Smith received 3,907 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 4,981 shares being retained by the issuer to pay the exercise price.
- F3Mr. Smith received 5,372 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 3,516 shares being retained by the issuer to pay the exercise price.
- F4Mr. Smith received 4,999 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 3,889 shares being retained by the issuer to pay the exercise price.
- F5Mr. Smith received 7,261 shares of WebMD Common Stock upon net share settlement of his exercise of options to purchase 9,900 shares of WebMD Common Stock, with the remaining 2,639 shares being retained by the issuer to pay the exercise price.
- F625% of the shares underlying the option vested on the first anniversary of the grant date and 1/48 of the shares vested 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.
- F725% of the shares underlying the option vested on the first anniversary of the grant date and 1/48 of the shares vested 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.
- F825% of the shares underlying the option vested on the first anniversary of the grant date and 1/48 of the shares vested 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.
- F925% of the shares underlying the option vested on the first anniversary of the grant date and 1/48 of the shares vested 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.