SEC Form 4 · accession 0000947871-17-000727
WebMD Health Corp. · WBMD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Steven L Zatz
Officer — Chief Executive Officer · Director
Period of report
Sep 15, 2017
Accepted (ET)
Sep 15, 2017 · 12:31 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 StockF1 | Sep 15, 2017 | U | 47,514 | $66.50 | D | 80,000 | D | |
| Common StockF2 | Sep 15, 2017 | D | 50,000 | $66.50 | D | 30,000 | D | |
| Common StockF3 | Sep 15, 2017 | D | 30,000 | $66.50 | D | 0 | D | |
| Common StockF1 | Sep 15, 2017 | U | 104 | $66.50 | D | 0 | 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)F4,F5 | $36.62 | Sep 15, 2017 | D | 75,000 | D | — | Jul 23, 2021 | Common Stock | 75,000 | 0 | D |
| Stock Option (right to buy)F4,F5 | $13.15 | Sep 15, 2017 | D | 40,000 | D | — | Nov 14, 2022 | Common Stock | 40,000 | 0 | D |
| Stock Option (right to buy)F4,F5 | $33.40 | Sep 15, 2017 | D | 300,000 | D | — | Aug 11, 2023 | Common Stock | 300,000 | 0 | D |
| Stock Option (right to buy)F4,F5 | $42.99 | Sep 15, 2017 | D | 80,000 | D | — | Mar 25, 2025 | Common Stock | 80,000 | 0 | D |
| Stock Option (right to buy)F4,F5 | $49.00 | Sep 15, 2017 | D | 150,000 | D | — | Nov 2, 2026 | Common Stock | 150,000 | 0 | D |
Explanation of responses
- 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 restricted share that was outstanding and unvested immediately prior to the completion of the Merger was converted into the right of the holder to receive an amount in cash equal to $66.50, which will, subject to its terms and conditions, be scheduled to be payable promptly following the applicable vesting date for such restricted share (or earlier if subject to acceleration in accordance with its terms).
- F3Pursuant to the Merger Agreement, each performance share that was outstanding and unvested immediately prior to the completion of the Merger was converted (assuming achievement of maximum level of performance criteria) into the right of the holder to receive an amount in cash equal to $66.50, which will, subject to its terms and conditions, be scheduled to be payable promptly following the applicable vesting date for such performance share (or earlier if subject to acceleration in accordance with its terms).
- F4Pursuant 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 was converted into 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, which will, subject to its terms and conditions, be scheduled to be payable promptly following the applicable vesting date for such option (or earlier if subject to acceleration in accordance with its terms).
- F5All of the shares underlying the options expiring on July 23, 2021, November 14, 2022 and August 11, 2023 are vested. For the options expiring on March 25, 2025, 40,000 underlying shares are unvested. For the options expiring on November 2, 2026, all underlying shares are unvested.