0000947871-13-000623.txt : 20130826
0000947871-13-000623.hdr.sgml : 20130826
20130826210906
ACCESSION NUMBER: 0000947871-13-000623
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20130822
FILED AS OF DATE: 20130826
DATE AS OF CHANGE: 20130826
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: 111 EIGHTH AVE.
CITY: NEW YORK
STATE: NY
ZIP: 10011
BUSINESS PHONE: 212-624-3700
MAIL ADDRESS:
STREET 1: 111 EIGHTH AVE.
CITY: NEW YORK
STATE: NY
ZIP: 10011
FORMER COMPANY:
FORMER CONFORMED NAME: WebMD Health Holdings, Inc.
DATE OF NAME CHANGE: 20050510
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: DIMICK NEIL F
CENTRAL INDEX KEY: 0001248380
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35337
FILM NUMBER: 131061215
MAIL ADDRESS:
STREET 1: 25913 RICH SPRINGS CIRCLE
STREET 2: C/O WEBMD CORP
CITY: LA GUNS HILLS
STATE: CA
ZIP: 92653
FORMER NAME:
FORMER CONFORMED NAME: DIMICK NEIL F
DATE OF NAME CHANGE: 20030626
4
1
ss185635_4-dimick.xml
OWNERSHIP DOCUMENT
X0306
4
2013-08-22
0
0001326583
WebMD Health Corp.
WBMD
0001248380
DIMICK NEIL F
111 EIGHTH AVENUE
NEW YORK
NY
10011
1
0
0
0
Common Stock
2013-08-22
4
S
0
9937
32.00
D
12675
D
Common Stock
2013-08-23
4
M
0
8888
19.04
A
21563
D
Common Stock
2013-08-23
4
F
0
5329
31.76
D
16234
D
Common Stock
2013-08-23
4
M
0
8888
21.29
A
25122
D
Common Stock
2013-08-23
4
F
0
5958
31.76
D
19164
D
Common Stock
2013-08-23
4
M
0
13200
17.50
A
32364
D
Common Stock
2013-08-23
4
F
0
7281
31.73
D
25083
D
Common Stock
2013-08-23
4
M
0
13200
23.61
A
38283
D
Common Stock
2013-08-23
4
F
0
9813
37.76
D
28470
D
Common Stock
2013-08-23
4
S
0
15795
31.35
D
12675
D
Stock Option (Right to Buy)
19.04
2013-08-23
4
M
0
8888
0
D
2016-01-01
Common Stock
8888
0
D
Stock Option (Right to Buy)
21.29
2013-08-23
4
M
0
8888
0
D
2018-12-10
Common Stock
8888
0
D
Stock Option (Right to Buy)
17.50
2013-08-23
4
M
0
13200
0
D
2015-09-28
Common Stock
13200
0
D
Stock Option (Right to Buy)
23.61
2013-08-23
4
M
0
13200
0
D
2018-12-10
Common Stock
13200
0
D
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.90 to $32.07 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 (1) to this Form 4.
Mr. Dimick received 3,559 shares of WebMD Common Stock upon net settlement of his exercise of options to purchase 8,888 shares of WebMD Common Stock, with the remaining 5,329 being retained by the issuer to pay the exercise price.
Mr. Dimick received 2,930 shares of WebMD Common Stock upon net settlement of his exercise of options to purchase 8,888 shares of WebMD Common Stock, with the remaining 5,958 being retained by the issuer to pay the exercise price.
Mr. Dimick received 5,919 shares of WebMD Common Stock upon net settlement of his exercise of options to purchase 13,200 shares of WebMD Common Stock, with the remaining 7,281 being retained by the issuer to pay the exercise price.
Mr. Dimick received 3,387 shares of WebMD Common Stock upon net settlement of his exercise of options to purchase 13,200 shares of WebMD Common Stock, with the remaining 9,813 being retained by the issuer to pay the exercise price.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.18 to $31.65 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 (6) to this Form 4.
25% of the shares underlying the options vested on the first, second, third and fourth grant date anniversaries. The date of grant of the options was ten years prior to the expiration date.
25% of the shares underlying the options vested on the first grant date anniversary and 1/48 of the shares vested monthly thereafter over the next three-year period. The date of grant of the options was ten years prior to the expiration date.
25% of the shares underlying the options vested on the first, second, third and fourth grant date anniversaries. The date of grant of the options was ten years prior to the expiration date.
25% of the shares underlying the options vested on the first, second, third and fourth grant date anniversaries. The date of grant of the options was ten years prior to the expiration date.
/s/ Lewis H. Leicher, Attorney-in-Fact for Neil F. Dimick
2013-08-26