SEC Form 4 · accession 0000947871-16-001731

WebMD Health Corp. · WBMD

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

Reporting owner

James V Manning

Director

Period of report

Nov 28, 2016

Accepted (ET)

Nov 30, 2016 · 4:09 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^F1	Nov 28, 2016	S	28,916	$53.55	D	100,680	D
Common Stock	Nov 28, 2016	M	2,222	$30.16	A	102,902	D
Common Stock^F2	Nov 28, 2016	F	1,253	$53.51	D	101,649	D
Common Stock	Nov 28, 2016	M	4,259	$21.29	A	105,908	D
Common Stock^F3	Nov 28, 2016	F	1,695	$53.51	D	104,213	D
Common Stock	Nov 28, 2016	M	4,444	$23.54	A	108,657	D
Common Stock^F4	Nov 28, 2016	F	1,955	$53.53	D	106,702	D
Common Stock	Nov 28, 2016	M	3,300	$41.07	A	110,002	D
Common Stock^F5	Nov 28, 2016	F	2,534	$53.50	D	107,468	D
Common Stock	Nov 28, 2016	M	6,600	$23.61	A	114,068	D
Common Stock^F6	Nov 28, 2016	F	2,912	$53.52	D	111,156	D
Common Stock	Nov 28, 2016	M	6,600	$23.59	A	117,756	D
Common Stock^F7	Nov 28, 2016	F	2,910	$53.52	D	114,846	D
Common Stock	Nov 28, 2016	M	9,900	$38.49	A	124,746	D
Common Stock^F8	Nov 28, 2016	F	7,123	$53.50	D	117,623	D
Common Stock^F9	Nov 29, 2016	S	10,000	$53.49	D	107,623	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)^F10	$30.16	Nov 28, 2016	M	2,222	D	—	Jan 1, 2018	Common Stock	2,222	D
Stock Option (right to buy)^F10	$21.29	Nov 28, 2016	M	4,259	D	—	Dec 10, 2018	Common Stock	4,259	D
Stock Option (right to buy)^F10	$23.54	Nov 28, 2016	M	4,444	D	—	Jan 1, 2019	Common Stock	4,444	D
Stock Option (right to buy)^F11	$41.07	Nov 28, 2016	M	3,300	D	—	Jan 1, 2018	Common Stock	3,300	D
Stock Option (right to buy)^F11	$23.61	Nov 28, 2016	M	6,600	D	—	Dec 10, 2018	Common Stock	6,600	D
Stock Option (right to buy)^F11	$23.59	Nov 28, 2016	M	6,600	D	—	Jan 1, 2019	Common Stock	6,600	D
Stock Option (right to buy)^F11	$38.49	Nov 28, 2016	M	9,900	D	—	Jan 1, 2020	Common Stock	9,900	D

Explanation of responses

F1The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $53.45 to $53.64 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.
F1025% of the shares underlying the options 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 for each of these options was ten years prior to the expiration date.
F1125% of the shares underlying the options vested on each of the first, second, third and fourth grant date anniversaries. The date of grant for each of these options was ten years prior to the expiration date.
F2Mr. Manning received 969 shares of WebMD Common Stock upon net share settlement of his exercise of options to purchase 2,222 shares of WebMD Common Stock, with the remaining 1,253 shares being retained by the issuer to pay the exercise price.
F3Mr. Manning received 2,564 shares of WebMD Common Stock upon net share settlement of his exercise of options to purchase 4,259 shares of WebMD Common Stock, with the remaining 1,695 shares being retained by the issuer to pay the exercise price.
F4Mr. Manning received 2,489 shares of WebMD Common Stock upon net share settlement of his exercise of options to purchase 4,444 shares of WebMD Common Stock, with the remaining 1,955 shares being retained by the issuer to pay the exercise price.
F5Mr. Manning received 766 shares of WebMD Common Stock upon net share settlement of his exercise of options to purchase 3,300 shares of WebMD Common Stock, with the remaining 2,534 shares being retained by the issuer to pay the exercise price.
F6Mr. Manning received 3,688 shares of WebMD Common Stock upon net share settlement of his exercise of options to purchase 6,600 shares of WebMD Common Stock, with the remaining 2,912 shares being retained by the issuer to pay the exercise price.
F7Mr. Manning received 3,690 shares of WebMD Common Stock upon net share settlement of his exercise of options to purchase 6,600 shares of WebMD Common Stock, with the remaining 2,910 shares being retained by the issuer to pay the exercise price.
F8Mr. Manning received 2,777 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 7,123 shares being retained by the issuer to pay the exercise price.
F9The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $53.46 to $53.54 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 (9) to this Form 4.