SEC Form 4 · accession 0000947871-16-001732
WebMD Health Corp. · WBMD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael B Glick
Officer — Exec VP and Co-General Counsel
Period of report
Nov 29, 2016
Accepted (ET)
Nov 30, 2016 · 4:13 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 StockF1 | Nov 29, 2016 | S | 37,232 | $53.50 | D | 15,727 | D | |
| Common Stock | Nov 29, 2016 | M | 20,000 | $30.00 | A | 35,727 | D | |
| Common Stock | Nov 29, 2016 | M | 25,000 | $13.15 | A | 60,727 | D | |
| Common StockF2 | Nov 29, 2016 | F | 15,656 | $53.52 | D | 45,071 | D | |
| Common Stock | holding | — | — | — | 383 | 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 | $30.00 | Nov 29, 2016 | M | 20,000 | D | — | Sep 21, 2021 | Common Stock | 20,000 | 0 | D |
| Stock Option (right to buy)F4 | $13.15 | Nov 29, 2016 | M | 25,000 | D | — | Nov 14, 2022 | Common Stock | 25,000 | 0 | 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 $53.52 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.
- F2Mr. Glick received 9,344 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 15,656 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 option vested on the first, second, third and fourth grant date anniversaries (fully vested on the 4th anniversary of the grant date). The date of grant for this option was ten years prior to the expiration date.
- F450% of the shares underlying the option vested on the first and second grant date anniversaries (fully vested on the 2nd anniversary of the grant date). The date of grant for this option was ten years prior to the expiration date.