SEC Form 4 · accession 0000947871-17-000724

WebMD Health Corp. · WBMD

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

Reporting owner

Director

Period of report

Sep 15, 2017

Accepted (ET)

Sep 15, 2017 · 12:12 pm EDT

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^F1	Sep 15, 2017	U	1,790	$66.50	D	0	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock Option (right to buy)^F2	$50.89	Sep 15, 2017	D	13,200	D	—	Jul 7, 2024	Common Stock	13,200	D
Stock Option (right to buy)^F2	$39.55	Sep 15, 2017	D	13,200	D	—	Jan 1, 2025	Common Stock	13,200	D
Stock Option (right to buy)^F2	$48.30	Sep 15, 2017	D	13,200	D	—	Jan 1, 2026	Common Stock	13,200	D
Stock Option (right to buy)^F2	$49.57	Sep 15, 2017	D	13,200	D	—	Jan 1, 2027	Common Stock	13,200	D

F1Sold in a tender offer made by Diagnosis Merger Sub, Inc., a Delaware Corporation ("Purchaser") and a wholly-owned subsidiary of MH Sub I, LLC, a Delaware limited liability company ("Parent"), to purchase all of the issued and outstanding shares of common stock of WebMD Health Corp., a Delaware corporation ("WebMD"), for $66.50 per share, pursuant to the terms of that certain Agreement and Plan of Merger, dated as of July 24, 2017, by and among WebMD, Purchaser, and Parent (the "Merger Agreement").
F2On September 15, 2017, the merger transaction (the "Merger") contemplated by the Merger Agreement was completed and WebMD was acquired by the Purchaser and ceased to be a public company. Pursuant to the Merger Agreement, each option that was vested and exercisable immediately prior to completion of the Merger, or that vested upon completion of the Merger in accordance with its terms, was automatically cancelled in exchange for the right of the holder to receive an amount in cash equal to the excess of $66.50 over the exercise price of each such option. In connection with the completion of the Merger, each unvested option held by the Reporting Person fully accelerated. The Reporting Person no longer owns any securities issued by WebMD.