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