-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KG7QySRTQvbHUHxmZy9V9MpAC+FLC3/podTaixbIbIzXoDisCZn/Tmszyx0dRdVb nbjnTE3DkHg3GCB7UxSfEQ== 0000947871-09-000671.txt : 20091027 0000947871-09-000671.hdr.sgml : 20091027 20091027152535 ACCESSION NUMBER: 0000947871-09-000671 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20091023 FILED AS OF DATE: 20091027 DATE AS OF CHANGE: 20091027 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: WebMD Health Corp. CENTRAL INDEX KEY: 0001326583 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 202783228 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 669 RIVER DR., CENTER 2 CITY: ELMWOOD PARK STATE: NJ ZIP: 07407 BUSINESS PHONE: 201-703-3400 MAIL ADDRESS: STREET 1: 669 RIVER DR., CENTER 2 CITY: ELMWOOD PARK STATE: NJ ZIP: 07407 FORMER COMPANY: FORMER CONFORMED NAME: WebMD Health Holdings, Inc. DATE OF NAME CHANGE: 20050510 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SARKOWSKY HERMAN CENTRAL INDEX KEY: 0001230612 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51547 FILM NUMBER: 091139200 4 1 ss76254_4-sarkowskyex.xml X0303 4 2009-10-23 0 0001326583 WebMD Health Corp. WBMD 0001230612 SARKOWSKY HERMAN 111 EIGHTH AVENUE NEW YORK NY 10011 1 0 0 0 Common Stock 2009-10-23 4 A 0 140861 A 192669 D Common Stock 2000 I by Spouse Common Stock 12000 I by SPF Holdings Common Stock 20000 I by Sarkowsky Family LP Stock Option (right to buy) 22.51 2009-10-23 4 A 0 11110 A 2009-10-23 2010-07-03 Common Stock 11110 11110 D Stock Option (right to buy) 33.31 2009-10-23 4 A 0 11110 A 2009-10-23 2011-07-01 Common Stock 11110 11110 D Stock Option (right to buy) 34.88 2009-10-23 4 A 0 11110 A 2009-10-23 2012-07-01 Common Stock 11110 11110 D Stock Option (right to buy) 51.54 2009-10-23 4 A 0 11110 A 2009-10-23 2013-07-01 Common Stock 11110 11110 D Stock Option (right to buy) 44.28 2009-10-23 4 A 0 11110 A 2009-10-23 2014-11-01 Common Stock 11110 11110 D Stock Option (right to buy) 30.66 2009-10-23 4 A 0 11110 A 2009-10-23 2015-07-01 Common Stock 11110 11110 D Stock Option (right to buy) 18.43 2009-10-23 4 A 0 13332 A 2009-10-23 2010-11-22 Common Stock 13332 13332 D Stock Option (right to buy) 17.87 2009-10-23 4 A 0 8888 A 2009-10-23 2011-01-01 Common Stock 8888 8888 D Stock Option (right to buy) 7.72 2009-10-23 4 A 0 8888 A 2009-10-23 2011-09-20 Common Stock 8888 8888 D Stock Option (right to buy) 15.89 2009-10-23 4 A 0 8888 A 2009-10-23 2012-01-01 Common Stock 8888 8888 D Stock Option (right to buy) 15.73 2009-10-23 4 A 0 8888 A 2009-10-23 2012-11-04 Common Stock 8888 8888 D Stock Option (right to buy) 19.24 2009-10-23 4 A 0 8888 A 2009-10-23 2013-01-01 Common Stock 8888 8888 D Stock Option (right to buy) 20.23 2009-10-23 4 A 0 8888 A 2009-10-23 2014-01-01 Common Stock 8888 8888 D Stock Option (right to buy) 18.37 2009-10-23 4 A 0 8888 A 2009-10-23 2015-01-01 Common Stock 8888 8888 D Stock Option (right to buy) 19.04 2009-10-23 4 A 0 8888 A 2016-01-01 Common Stock 8888 8888 D Stock Option (right to buy) 27.89 2009-10-23 4 A 0 8888 A 2017-01-01 Common Stock 8888 8888 D Stock Option (right to buy) 30.16 2009-10-23 4 A 0 8888 A 2018-01-01 Common Stock 8888 8888 D Stock Option (right to buy) 21.29 2009-10-23 4 A 0 8888 A 2018-12-10 Common Stock 8888 8888 D Stock Option (right to buy) 23.54 2009-10-23 4 A 0 8888 A 2019-01-01 Common Stock 8888 8888 D Pursuant to the terms of the merger agreement ("Merger Agreement") between HLTH Corporation ("HLTH") and WebMD Health Corp. ("WebMD") dated June 17, 2009, each share of HLTH common stock was automatically converted into .4444 shares of WebMD common stock on the effective date of the merger. Pursuant to the terms of the Merger Agreement, this stock option was automatically granted in exchange for an option to purchase 25,000 shares of HLTH common stock with an exercise price of $10.00 per share. Pursuant to the terms of the Merger Agreement, this stock option was automatically granted in exchange for an option to purchase 25,000 shares of HLTH common stock with an exercise price of $14.80 per share. Pursuant to the terms of the Merger Agreement, this stock option was automatically granted in exchange for an option to purchase 25,000 shares of HLTH common stock with an exercise price of $15.50 per share. Pursuant to the terms of the Merger Agreement, this stock option was automatically granted in exchange for an option to purchase 25,000 shares of HLTH common stock with an exercise price of $22.90 per share. Pursuant to the terms of the Merger Agreement, this stock option was automatically granted in exchange for an option to purchase 25,000 shares of HLTH common stock with an exercise price of $19.675 per share. Pursuant to the terms of the Merger Agreement, this stock option was automatically granted in exchange for an option to purchase 25,000 shares of HLTH common stock with an exercise price of $13.625 per share. Pursuant to the terms of the Merger Agreement, this stock option was automatically granted in exchange for an option to purchase 30,000 shares of HLTH common stock with an exercise price of $8.1875 per share. Pursuant to the terms of the Merger Agreement, this stock option was automatically granted in exchange for an option to purchase 20,000 shares of HLTH common stock with an exercise price of $7.9375 per share. Pursuant to the terms of the Merger Agreement, this stock option was automatically granted in exchange for an option to purchase 20,000 shares of HLTH common stock with an exercise price of $3.43 per share. Pursuant to the terms of the Merger Agreement, this stock option was automatically granted in exchange for an option to purchase 20,000 shares of HLTH common stock with an exercise price of $7.06 per share. Pursuant to the terms of the Merger Agreement, this stock option was automatically granted in exchange for an option to purchase 20,000 shares of HLTH common stock with an exercise price of $6.99 per share. Pursuant to the terms of the Merger Agreement, this stock option was automatically granted in exchange for an option to purchase 20,000 shares of HLTH common stock with an exercise price of $8.55 per share. Pursuant to the terms of the Merger Agreement, this stock option was automatically granted in exchange for an option to purchase 20,000 shares of HLTH common stock with an exercise price of $8.99 per share. Pursuant to the terms of the Merger Agreement, this stock option was automatically granted in exchange for an option to purchase 20,000 shares of HLTH common stock with an exercise price of $8.16 per share. 25% of the shares underlying the option vested or are scheduled to vest on the first anniversary of the grant date and 1/48 of the shares vested or are scheduled to vest monthly thereafter over the next three-year period (fully vested on the 4th anniversary of the grant date). The date of grant for each of these options was ten years prior to the expiration date. Pursuant to the terms of the Merger Agreement, this stock option was automatically granted in exchange for an option to purchase 20,000 shares of HLTH common stock with an exercise price of $8.46 per share. Pursuant to the terms of the Merger Agreement, this stock option was automatically granted in exchange for an option to purchase 20,000 shares of HLTH common stock with an exercise price of $12.39 per share. Pursuant to the terms of the Merger Agreement, this stock option was automatically granted in exchange for an option to purchase 20,000 shares of HLTH common stock with an exercise price of $13.40 per share. Pursuant to the terms of the Merger Agreement, this stock option was automatically granted in exchange for an option to purchase 20,000 shares of HLTH common stock with an exercise price of $9.46 per share. Pursuant to the terms of the Merger Agreement, this stock option was automatically granted in exchange for an option to purchase 20,000 shares of HLTH common stock with an exercise price of $10.46 per share. /s/ Lewis H. Leicher, Attorney-in-Fact for Herman Sarkowsky 2009-10-26 -----END PRIVACY-ENHANCED MESSAGE-----