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*
MANNING JAMES V
(Last) (First) (Middle)
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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
01/14/2011
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 01/14/2011 M 5,777 A $30.95 213,246 D
Common Stock 01/14/2011 F 3,347 D $53.43(1) 209,899 D
Common Stock 01/14/2011 M 8,888 A $19.04 218,787 D
Common Stock 01/14/2011 F 3,164 D $53.49(2) 215,623 D
Common Stock 01/14/2011 M 8,888 A $27.89 224,511 D
Common Stock 01/14/2011 F 4,635 D $53.49(3) 219,876 D
Common Stock 01/14/2011 M 6,666 A $30.16 226,542 D
Common Stock 01/14/2011 F 3,758 D $53.51(4) 222,784 D
Common Stock 01/14/2011 M 4,629 A $21.29 227,413 D
Common Stock 01/14/2011 F 1,843 D $53.48(5) 225,570 D
Common Stock 01/14/2011 M 4,444 A $23.54 230,014 D
Common Stock 01/14/2011 F 1,957 D $53.48(6) 228,057 D
Common Stock 01/14/2011 M 11,110 A $30.66 239,167 D
Common Stock 01/14/2011 F 6,370 D $53.48(7) 232,797 D
Common Stock 01/14/2011 M 13,200 A $17.5 245,997 D
Common Stock 01/14/2011 F 4,319 D $53.49(8) 241,678 D
Common Stock 01/14/2011 M 13,200 A $29.05 254,878 D
Common Stock 01/14/2011 F 7,171 D $53.48(9) 247,707 D
Common Stock 01/14/2011 M 13,200 A $40.02 260,907 D
Common Stock 01/14/2011 F 9,882 D $53.46(10) 251,025 D
Common Stock 01/14/2011 M 9,900 A $41.07 260,925 D
Common Stock 01/14/2011 F 7,606 D $53.46(11) 253,319 D
Common Stock 01/14/2011 M 6,600 A $23.61 259,919 D
Common Stock 01/14/2011 F 2,915 D $53.46(12) 257,004 D
Common Stock 01/14/2011 M 6,600 A $23.59 263,604 D
Common Stock 01/14/2011 F 2,913 D $53.46(13) 260,691 D
Common Stock 01/14/2011 M 3,300 A $38.49 263,991 D
Common Stock 01/14/2011 F 2,376 D $53.47(14) 261,615 D
Common Stock 5,555 I By IRA
Common Stock 1,333 I By Spouse - IRA
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) $30.95 01/14/2011 M 5,777 10/23/2009 07/01/2015 Common Stock 5,777 $0 0 D
Stock Option (Right to Buy) $19.04 01/14/2011 M 8,888 10/23/2009 01/01/2016 Common Stock 8,888 $0 0 D
Stock Option (Right to Buy) $27.89 01/14/2011 M 8,888 10/23/2009 01/01/2017 Common Stock 8,888 $0 0 D
Stock Option (Right to Buy) $30.16 01/14/2011 M 6,666 10/23/2009 01/01/2018 Common Stock 6,666 $0 2,222 D
Stock Option (Right to Buy) $21.29 01/14/2011 M 4,629 10/23/2009 12/10/2018 Common Stock 4,629 $0 4,259 D
Stock Option (Right to Buy) $23.54 01/14/2011 M 4,444 10/23/2009 01/01/2019 Common Stock 4,444 $0 4,444 D
Stock Option (Right to Buy) $30.66 01/14/2011 M 11,110 10/23/2009 07/01/2015 Common Stock 11,110 $0 0 D
Stock Option (Right to Buy) $17.5 01/14/2011 M 13,200 (15) 09/28/2015 Common Stock 13,200 $0 0 D
Stock Option (Right to Buy) $29.05 01/14/2011 M 13,200 (15) 01/01/2016 Common Stock 13,200 $0 0 D
Stock Option (Right to Buy) $40.02 01/14/2011 M 13,200 (15) 01/01/2017 Common Stock 13,200 $0 0 D
Stock Option (Right to Buy) $41.07 01/14/2011 M 9,900 (15) 01/01/2018 Common Stock 9,900 $0 3,300 D
Stock Option (Right to Buy) $23.61 01/14/2011 M 6,600 (15) 12/10/2018 Common Stock 6,600 $0 6,600 D
Stock Option (Right to Buy) $23.59 01/14/2011 M 6,600 (15) 01/01/2019 Common Stock 6,600 $0 6,600 D
Stock Option (Right to Buy) $38.49 01/14/2011 M 3,300 (15) 01/01/2020 Common Stock 3,300 $0 9,900 D
Explanation of Responses:
1. Mr. Manning received 2,430 shares of WebMD Common Stock upon net share settlement of his exercise of options to purchase 5,777 shares of WebMD Common Stock, with the remaining 3,347 shares being retained by the issuer to pay the exercise price.
2. Mr. Manning received 5,724 shares of WebMD Common Stock upon net share settlement of his exercise of options to purchase 8,888 shares of WebMD Common Stock, with the remaining 3,164 shares being retained by the issuer to pay the exercise price.
3. Mr. Manning received 4,253 shares of WebMD Common Stock upon net share settlement of his exercise of options to purchase 8,888 shares of WebMD Common Stock, with the remaining 4,635 shares being retained by the issuer to pay the exercise price.
4. Mr. Manning received 2,908 shares of WebMD Common Stock upon net share settlement of his exercise of options to purchase 6,666 shares of WebMD Common Stock, with the remaining 3,758 shares being retained by the issuer to pay the exercise price.
5. Mr. Manning received 2,786 shares of WebMD Common Stock upon net share settlement of his exercise of options to purchase 4,629 shares of WebMD Common Stock, with the remaining 1,843 shares being retained by the issuer to pay the exercise price.
6. Mr. Manning received 2,487 shares of WebMD Common Stock upon net share settlement of his exercise of options to purchase 4,444 shares of WebMD Common Stock, with the remaining 1,957 shares being retained by the issuer to pay the exercise price.
7. Mr. Manning received 4,740 shares of WebMD Common Stock upon net share settlement of his exercise of options to purchase 11,110 shares of WebMD Common Stock, with the remaining 6,370 shares being retained by the issuer to pay the exercise price.
8. Mr. Manning received 8,881 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 4,319 shares being retained by the issuer to pay the exercise price.
9. Mr. Manning received 6,029 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 7,171 shares being retained by the issuer to pay the exercise price.
10. Mr. Manning received 3,318 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 9,882 shares being retained by the issuer to pay the exercise price.
11. Mr. Manning received 2,294 shares of WebMD Common Stock upon net share settlement of his exercise of options to purchase 9,900 shares of WebMD Common Stock, with the remaining 7,606 shares being retained by the issuer to pay the exercise price.
12. Mr. Manning received 3,685 shares of WebMD Common Stock upon net share settlement of his exercise of options to purchase 6,600 shares of WebMD Common Stock, with the remaining 2,915 shares being retained by the issuer to pay the exercise price.
13. Mr. Manning received 3,687 shares of WebMD Common Stock upon net share settlement of his exercise of options to purchase 6,600 shares of WebMD Common Stock, with the remaining 2,913 shares being retained by the issuer to pay the exercise price.
14. Mr. Manning received 924 shares of WebMD Common Stock upon net share settlement of his exercise of options to purchase 3,300 shares of WebMD Common Stock, with the remaining 2,376 shares being retained by the issuer to pay the exercise price.
15. 25% 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.
/s/ Lewis H. Leicher Attorney-in-Fact for James V. Manning 01/19/2011
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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