SEC Form 4 · accession 0000947871-17-000726

WebMD Health Corp. · WBMD

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

Reporting owner

Martin J Wygod

Officer — Chairman of the Board · Director

Period of report

Sep 15, 2017

Accepted (ET)

Sep 15, 2017 · 12:25 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	Jun 13, 2017	G	10,345	$0.00	D	652,507	I	By Trust
Common Stock^F2	Jun 13, 2017	G	58,621	$0.00	D	593,886	I	By Trust
Common Stock^F3	Sep 15, 2017	U	23,378	$66.50	D	96,667	D
Common Stock^F4	Sep 15, 2017	D	71,667	$66.50	D	25,000	D
Common Stock^F5	Sep 15, 2017	D	25,000	$66.50	D	0	D
Common Stock^F3	Sep 15, 2017	U	105	$66.50	D	0	I	By 401(k) Plan
Common Stock^F3	Sep 15, 2017	U	593,886	$66.50	D	0	I	By Trust
Common Stock^F3	Sep 15, 2017	U	2,222	$66.50	D	0	I	By Spouse

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)^F6	$38.65	Sep 15, 2017	D	33,334	D	—	Dec 18, 2023	Common Stock	33,334	0	D
Stock Option (right to buy)^F6	$49.00	Sep 15, 2017	D	100,000	D	—	Nov 2, 2026	Common Stock	100,000	0	D

Explanation of responses

F1The Wygod Family Revocable Living Trust, of which Mr. Wygod is a trustee, gifted 10,345 shares to Endeavor Therapeutic Horsemanship.
F2The Wygod Family Revocable Living Trust, of which Mr. Wygod is a trustee, gifted 58,621 Shares to The Rose Foundation, a private charitable foundation of which Mr. Wygod is a trustee.
F3Sold 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").
F4On 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 restricted share that vested upon the completion of the Merger in accordance with its terms was converted into the right of the holder to receive an amount in cash equal to $66.50. Each restricted share held by the Reporting Person fully vested upon the completion of the Merger.
F5Pursuant to the Merger Agreement, each performance share that vested upon the completion of the Merger in accordance with its terms was converted into the right of the holder to receive an amount in cash equal to $66.50. Each performance share held by the Reporting Person fully vested (assuming achievement of maximum level of performance criteria) upon the completion of the Merger.
F6Pursuant to the Merger Agreement, each option that was vested and exercisable immediately prior to the completion of the Merger, or that vested upon the 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 applicable exercise price of each such option. Each unvested option held by the Reporting Person fully accelerated upon the completion of the Merger. The Reporting Person no longer owns any securities issued by WebMD.