0000947871-16-001731.txt : 20161130 0000947871-16-001731.hdr.sgml : 20161130 20161130160915 ACCESSION NUMBER: 0000947871-16-001731 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20161128 FILED AS OF DATE: 20161130 DATE AS OF CHANGE: 20161130 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: 395 HUDSON STREET CITY: NEW YORK STATE: NY ZIP: 10014 BUSINESS PHONE: 212-624-3700 MAIL ADDRESS: STREET 1: 395 HUDSON STREET CITY: NEW YORK STATE: NY ZIP: 10014 FORMER COMPANY: FORMER CONFORMED NAME: WebMD Health Holdings, Inc. DATE OF NAME CHANGE: 20050510 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MANNING JAMES V CENTRAL INDEX KEY: 0001230593 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35337 FILM NUMBER: 162025400 4 1 ss21564_4.xml OWNERSHIP DOCUMENT X0306 4 2016-11-28 0 0001326583 WebMD Health Corp. WBMD 0001230593 MANNING JAMES V C/O WEBMD HEALTH CORP., 395 HUDSON STREET NEW YORK NY 10014 1 0 0 0 Common Stock 2016-11-28 4 S 0 28916 53.55 D 100680 D Common Stock 2016-11-28 4 M 0 2222 30.16 A 102902 D Common Stock 2016-11-28 4 F 0 1253 53.51 D 101649 D Common Stock 2016-11-28 4 M 0 4259 21.29 A 105908 D Common Stock 2016-11-28 4 F 0 1695 53.51 D 104213 D Common Stock 2016-11-28 4 M 0 4444 23.54 A 108657 D Common Stock 2016-11-28 4 F 0 1955 53.53 D 106702 D Common Stock 2016-11-28 4 M 0 3300 41.07 A 110002 D Common Stock 2016-11-28 4 F 0 2534 53.50 D 107468 D Common Stock 2016-11-28 4 M 0 6600 23.61 A 114068 D Common Stock 2016-11-28 4 F 0 2912 53.52 D 111156 D Common Stock 2016-11-28 4 M 0 6600 23.59 A 117756 D Common Stock 2016-11-28 4 F 0 2910 53.52 D 114846 D Common Stock 2016-11-28 4 M 0 9900 38.49 A 124746 D Common Stock 2016-11-28 4 F 0 7123 53.50 D 117623 D Common Stock 2016-11-29 4 S 0 10000 53.49 D 107623 D Stock Option (right to buy) 30.16 2016-11-28 4 M 0 2222 0 D 2018-01-01 Common Stock 2222 0 D Stock Option (right to buy) 21.29 2016-11-28 4 M 0 4259 0 D 2018-12-10 Common Stock 4259 0 D Stock Option (right to buy) 23.54 2016-11-28 4 M 0 4444 0 D 2019-01-01 Common Stock 4444 0 D Stock Option (right to buy) 41.07 2016-11-28 4 M 0 3300 0 D 2018-01-01 Common Stock 3300 0 D Stock Option (right to buy) 23.61 2016-11-28 4 M 0 6600 0 D 2018-12-10 Common Stock 6600 0 D Stock Option (right to buy) 23.59 2016-11-28 4 M 0 6600 0 D 2019-01-01 Common Stock 6600 0 D Stock Option (right to buy) 38.49 2016-11-28 4 M 0 9900 0 D 2020-01-01 Common Stock 9900 0 D The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $53.45 to $53.64 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. Manning received 969 shares of WebMD Common Stock upon net share settlement of his exercise of options to purchase 2,222 shares of WebMD Common Stock, with the remaining 1,253 shares being retained by the issuer to pay the exercise price. Mr. Manning received 2,564 shares of WebMD Common Stock upon net share settlement of his exercise of options to purchase 4,259 shares of WebMD Common Stock, with the remaining 1,695 shares being retained by the issuer to pay the exercise price. Mr. Manning received 2,489 shares of WebMD Common Stock upon net share settlement of his exercise of options to purchase 4,444 shares of WebMD Common Stock, with the remaining 1,955 shares being retained by the issuer to pay the exercise price. Mr. Manning received 766 shares of WebMD Common Stock upon net share settlement of his exercise of options to purchase 3,300 shares of WebMD Common Stock, with the remaining 2,534 shares being retained by the issuer to pay the exercise price. Mr. Manning received 3,688 shares of WebMD Common Stock upon net share settlement of his exercise of options to purchase 6,600 shares of WebMD Common Stock, with the remaining 2,912 shares being retained by the issuer to pay the exercise price. Mr. Manning received 3,690 shares of WebMD Common Stock upon net share settlement of his exercise of options to purchase 6,600 shares of WebMD Common Stock, with the remaining 2,910 shares being retained by the issuer to pay the exercise price. Mr. Manning received 2,777 shares of WebMD Common Stock upon net share settlement of his exercise of options to purchase 9,900 shares of WebMD Common Stock, with the remaining 7,123 shares 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 $53.46 to $53.54 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 (9) to this Form 4. 25% of the shares underlying the options vested on the first anniversary of the grant date and 1/48 of the shares vested monthly thereafter over the next three-year period (fully vested on the 4th anniversary of the grant date). The date of grant for each of these options was ten years prior to the expiration date. 25% of the shares underlying the options vested on each of the first, second, third and fourth grant date anniversaries. The date of grant for each of these options was ten years prior to the expiration date. /s/ Lewis H. Leicher, Attorney-in-Fact for James V. Manning 2016-11-30