SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Froude Craig J (Last) (First) (Middle) 111 EIGHTH AVENUE (Street) NEW YORK, NY 10011 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol WebMD Health Corp. [ WBMD ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) EVP - Health Services
	3. Date of Earliest Transaction (Month/Day/Year) 03/31/2010
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/31/2010		M		25,000	A	$23.61	62,332	D
Common Stock	03/31/2010		M		55,000	A	$17.5	117,332	D
Common Stock	03/31/2010		F		53,198	D	$46.38(1)	64,134	D
Common Stock	03/31/2010		F		1,772	D	$46.38	62,362(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	$23.61	03/31/2010		M			25,000	(3)	12/10/2018	Common Stock	25,000	$0	75,000	D
Stock Option (right to buy)	$17.5	03/31/2010		M			55,000	(4)	09/28/2015	Common Stock	55,000	$0	0	D

Explanation of Responses:

1. Mr. Froude received 26,802 shares of WebMD Common Stock upon net share settlement of his exercise of options to purchase 80,000 shares of WebMD Common Stock, with the remaining 53,198 shares being retained by the issuer to pay the exercise price and to satisfy the minimum tax withholding requirements arising from the exercise.

2. As reported on this Form 4, 1,772 shares of restricted stock that vested as of 03/31/2010 were withheld by WebMD Health Corp. in order to satisfy the minimum tax withholding requirement arising from the 03/31/2010 vesting.

3. Twenty-five percent (25%) of the options vested on March 31, 2010 and 25% are scheduled to vest on each of the next three anniversaries of that date (with full vesting on March 31, 2013).

4. Twenty-five percent (25%) of the options vested on each of the first through fourth anniversaries of the date of grant with full vesting on September 28, 2009.

	/s/ Lewis H. Leicher, Attorney-in-Fact for Craig J. Froude	04/02/2010
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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