0000947871-14-000529.txt : 20140814
0000947871-14-000529.hdr.sgml : 20140814
20140814195411
ACCESSION NUMBER: 0000947871-14-000529
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20140813
FILED AS OF DATE: 20140814
DATE AS OF CHANGE: 20140814
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: Schlanger David J
CENTRAL INDEX KEY: 0001576145
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35337
FILM NUMBER: 141044826
MAIL ADDRESS:
STREET 1: C/O WEBMD HEALTH CORP.
STREET 2: 111 EIGHTH AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 92067
4
1
ss400758_4.xml
OWNERSHIP DOCUMENT
X0306
4
2014-08-13
0
0001326583
WebMD Health Corp.
WBMD
0001576145
Schlanger David J
C/O WEBMD HEALTH CORP.
111 EIGHTH AVENUE
NEW YORK
NY
10011
0
1
0
0
Chief Executive Officer
Common Stock
2014-08-13
4
M
0
50000
23.61
A
133071
D
Common Stock
2014-08-13
4
F
0
37696
48.00
D
95375
D
Common Stock
2014-08-13
4
M
0
12500
22.40
A
107875
D
Common Stock
2014-08-13
4
F
0
9272
48.00
D
98603
D
Common Stock
2014-08-13
4
M
0
20000
13.15
A
118603
D
Common Stock
2014-08-13
4
F
0
12969
47.99
D
105634
D
Common Stock
2014-08-13
4
S
0
15000
47.8133
D
90634
D
Common Stock
2014-08-14
4
S
0
17563
47.62
D
73071
D
Stock Option (Right to Buy)
23.61
2014-08-13
4
M
0
50000
0
D
2018-12-10
Common Stock
50000
10000
D
Stock Option (Right to Buy)
22.40
2014-08-13
4
M
0
12500
0
D
2022-05-21
Common Stock
12500
12500
D
Stock Option (Right to Buy)
13.15
2014-08-13
4
M
0
20000
0
D
2022-11-14
Common Stock
20000
20000
D
Mr. Schlanger received 12,304 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 37,696 shares being retained by the issuer to pay the exercise price and to satisfy the minimum tax withholding requirements arising from the exercise.
Mr. Schlanger received 3,228 shares of WebMD Common Stock upon net share settlement of his exercise of options to purchase 12,500 shares of WebMD Common Stock, with the remaining 9,272 shares being retained by the issuer to pay the exercise price and to satisfy the minimum tax withholding requirements arising from the exercise.
Mr. Schlanger received 7,031 shares of WebMD Common Stock upon net share settlement of his exercise of options to purchase 20,000 shares of WebMD Common Stock, with the remaining 12,969 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 $47.656 to $47.962 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 $47.58 to $47.66 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.
25% of the shares underlying the option vest on each of the first, second, third and fourth anniversaries of the date of grant (fully vested on the 4th anniversary of the grant date). 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 David J. Schlanger
2014-08-14