SEC Form 4 · accession 0000947871-16-001717
WebMD Health Corp. · WBMD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Douglas W Wamsley
Officer — Exec VP, Co-Gen Counsel & Secy
Period of report
Nov 22, 2016
Accepted (ET)
Nov 23, 2016 · 6:32 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 | 60,000 | $36.62 | A | 112,143 | D | |
| Common StockF1 | Nov 22, 2016 | F | 50,637 | $54.03 | D | 61,506 | D | |
| Common Stock | Nov 22, 2016 | M | 25,000 | $13.15 | A | 86,506 | D | |
| Common StockF2 | Nov 22, 2016 | F | 14,481 | $54.03 | D | 72,025 | D | |
| 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F3 | $36.62 | Nov 22, 2016 | M | 60,000 | D | — | Jul 23, 2021 | Common Stock | 60,000 | 15,000 | D |
| Stock Option (right to buy)F4 | $13.15 | Nov 22, 2016 | M | 25,000 | D | — | Nov 14, 2022 | Common Stock | 25,000 | 0 | D |
Explanation of responses
- F1Mr. Wamsley received 9,363 shares of WebMD Common Stock upon net share settlement of his exercise of options to purchase 60,000 shares of WebMD Common Stock, with the remaining 50,637 shares being retained by the issuer to pay the exercise price and to satisfy the minimum tax withholding requirements arising from the exercise.
- F2Mr. Wamsley received 10,519 shares of WebMD Common Stock upon net share settlement of his exercise of options to purchase 25,000 shares of WebMD Common Stock, with the remaining 14,481 shares being retained by the issuer to pay the exercise price and to satisfy the minimum tax withholding requirements arising from the exercise.
- F325% of the shares underlying the options granted vested on each of the first, second, third and fourth anniversaries 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.
- F450% of the shares underlying the options granted vested on each of the first and second anniversaries of the date of grant (fully vested on the 2nd anniversary of the grant date). The date of grant was ten years prior to the expiration date.