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