SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
ZATZ STEVEN L

(Last) (First) (Middle)
C/O WEBMD HEALTH CORP.
111 EIGHTH AVENUE

(Street)
NEW YORK NY 10011

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
WebMD Health Corp. [ WBMD ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
President
3. Date of Earliest Transaction (Month/Day/Year)
08/11/2014
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 08/11/2014 F 6,978 D $47.92 105,078 (1) D
Common Stock 08/12/2014 M 50,000 A $23.61 155,078 D
Common Stock 08/12/2014 F 38,833 D $47.75 116,245 (2) D
Common Stock 08/12/2014 M 40,000 A $13.15 156,245 D
Common Stock 08/12/2014 F 27,195 D $47.75 129,050 (3) D
Common Stock 08/12/2014 S 20,000 D $47.7719 (4) 109,050 D
Common Stock 08/12/2014 S 39,929 D $47.6733 (5) 69,121 D
Common Stock 08/13/2014 S 5,000 D $47.75 64,121 D
Common Stock 104 I By 401(k) Plan
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $23.61 08/12/2014 M 50,000 (6) 12/10/2018 Common Stock 50,000 $0 0 D
Stock Option (Right to Buy) $13.15 08/12/2014 M 40,000 (7) 11/14/2022 Common Stock 40,000 $0 40,000 D
Explanation of Responses:
1. As reported on this Form 4, 6,978 shares of restricted stock that vested as of 8/11/2014 were withheld by WebMD Health Corp. in order to satisfy the minimum tax withholding requirement arising from the 8/11/2014 vesting.
2. Mr. Zatz received 11,167 shares of WebMD Common Stock upon net share settlement of his exercise of options to purchase 50,000 shares of WebMD Common Stock, with the remaining 38,833 shares being retained by the issuer to pay the exercise price and to satisfy the minimum tax withholding requirements arising from the exercise.
3. Mr. Zatz received 12,805 shares of WebMD Common Stock upon net share settlement of his exercise of options to purchase 40,000 shares of WebMD Common Stock, with the remaining 27,195 shares being retained by the issuer to pay the exercise price and to satisfy the minimum tax withholding requirements arising from the exercise.
4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $47.57 to $47.96 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 (4) to this Form 4.
5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $47.30 to $48.025 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 (5) to this Form 4.
6. 25% of the shares underlying the option vested on each of 3/31/2010, 3/31/2011, 3/31/2012 and 3/31/2013 (fully vested on 3/31/2013). The date of grant for the options was ten years prior to the expiration date.
7. 50% of the shares underlying the option vest on each of the first and second anniversaries of the date of grant (fully vested on the 2nd anniversary of the grant date). The date of grant for the options was ten years prior to the expiration date.
/s/ Lewis H. Leicher, Attorney-in-Fact for Steven L. Zatz 08/13/2014
** Signature of Reporting Person Date
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