0000947871-14-000520.txt : 20140813 0000947871-14-000520.hdr.sgml : 20140813 20140813192612 ACCESSION NUMBER: 0000947871-14-000520 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140811 FILED AS OF DATE: 20140813 DATE AS OF CHANGE: 20140813 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: ZATZ STEVEN L CENTRAL INDEX KEY: 0001230589 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35337 FILM NUMBER: 141039007 4 1 ss400644_4.xml STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES X0306 4 2014-08-11 0 0001326583 WebMD Health Corp. WBMD 0001230589 ZATZ STEVEN L C/O WEBMD HEALTH CORP. 111 EIGHTH AVENUE NEW YORK NY 10011 0 1 0 0 President Common Stock 2014-08-11 4 F 0 6978 47.92 D 105078 D Common Stock 2014-08-12 4 M 0 50000 23.61 A 155078 D Common Stock 2014-08-12 4 F 0 38833 47.750 D 116245 D Common Stock 2014-08-12 4 M 0 40000 13.15 A 156245 D Common Stock 2014-08-12 4 F 0 27195 47.750 D 129050 D Common Stock 2014-08-12 4 S 0 20000 47.7719 D 109050 D Common Stock 2014-08-12 4 S 0 39929 47.6733 D 69121 D Common Stock 2014-08-13 4 S 0 5000 47.75 D 64121 D Common Stock 104 I By 401(k) Plan Stock Option (Right to Buy) 23.61 2014-08-12 4 M 0 50000 0 D 2018-12-10 Common Stock 50000 0 D Stock Option (Right to Buy) 13.15 2014-08-12 4 M 0 40000 0 D 2022-11-14 Common Stock 40000 40000 D 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. 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. 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. 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. 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. 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. 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 2014-08-13