SEC Form 4 · accession 0000947871-16-001754

WebMD Health Corp. · WBMD

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

Reporting owner

Mark J Adler M.D.

Director

Period of report

Dec 7, 2016

Accepted (ET)

Dec 8, 2016 · 5:30 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	Dec 7, 2016	M	2,037	$30.16	A	8,359	D
Common Stock^F1	Dec 7, 2016	F	1,146	$53.64	D	7,213	D
Common Stock	Dec 7, 2016	M	13,200	$40.02	A	20,413	D
Common Stock^F2	Dec 7, 2016	F	9,818	$53.81	D	10,595	D
Common Stock	Dec 7, 2016	M	13,200	$41.07	A	23,795	D
Common Stock^F3	Dec 7, 2016	F	10,124	$53.55	D	13,671	D
Common Stock	Dec 7, 2016	M	13,200	$38.49	A	26,871	D
Common Stock^F4	Dec 7, 2016	F	9,479	$53.60	D	17,392	D
Common Stock	Dec 7, 2016	M	13,200	$37.55	A	30,592	D
Common Stock^F5	Dec 7, 2016	F	9,241	$53.64	D	21,351	D
Common Stock^F6	Dec 7, 2016	S	19,029	$53.37	D	2,322	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)^F7	$30.16	Dec 7, 2016	M	2,037	D	—	Jan 1, 2018	Common Stock	2,037	D
Stock Option (right to buy)^F8	$40.02	Dec 7, 2016	M	13,200	D	—	Jan 1, 2017	Common Stock	13,200	D
Stock Option (right to buy)^F8	$41.07	Dec 7, 2016	M	13,200	D	—	Jan 1, 2018	Common Stock	13,200	D
Stock Option (right to buy)^F8	$38.49	Dec 7, 2016	M	13,200	D	—	Jan 1, 2020	Common Stock	13,200	D
Stock Option (right to buy)^F8	$37.55	Dec 7, 2016	M	13,200	D	—	Jan 1, 2022	Common Stock	13,200	D

Explanation of responses

F1Mr. Adler received 891 shares of WebMD Common Stock upon net share settlement of his exercise of options to purchase 2,037 shares of WebMD Common Stock, with the remaining 1,146 shares being retained by the issuer to pay the exercise price.
F2Mr. Adler received 3,382 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 9,818 shares being retained by the issuer to pay the exercise price.
F3Mr. Adler received 3,076 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 10,124 shares being retained by the issuer to pay the exercise price.
F4Mr. Adler received 3,721 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 9,479 shares being retained by the issuer to pay the exercise price.
F5Mr. Adler received 3,959 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 9,241 shares being retained by the issuer to pay the exercise price.
F6The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $53.29 to $53.53 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 (6) to this Form 4.
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 for this option was ten years prior to the expiration date.
F825% of the shares underlying the options vested or are scheduled to vest 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.