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Filing Details

Accession Number:: 0000947871-16-001708
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2016-11-21 18:41:40
Reporting Period:: 2016-11-17

Filing Date:: 2016-11-21
Accepted Time:: 2016-11-21 18:41:40
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1326583	Webmd Health Corp.	WBMD	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
905448	J Martin Wygod	C/O Webmd Health Corp. 395 Hudson Street New York NY 10014	Chairman Of The Board	Yes	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2016-11-17	36,308	$54.00	156,591	No	4	S	Direct
Common Stock	Disposition	2016-11-18	29,879	$53.93	126,712	No	4	S	Direct
Common Stock	Acquisiton	2016-11-18	16,666	$38.65	143,378	No	4	M	Direct
Common Stock	Disposition	2016-11-18	14,406	$53.95	128,972	No	4	F	Direct
Common Stock	Acquisiton	2016-11-18	175,000	$29.44	303,972	No	4	M	Direct
Common Stock	Disposition	2016-11-18	136,982	$53.95	166,990	No	4	F	Direct
Common Stock	Disposition	2016-11-21	23,656	$53.85	143,334	No	4	S	Direct
Common Stock	Disposition	2016-07-20	4,000	$0.00	772,173	No	5	G	Indirect	By Trust
Common Stock	Disposition	2016-07-20	26,146	$0.00	0	No	5	G	Indirect	By SYNC, Inc.

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Direct
No	4	S	Direct
No	4	M	Direct
No	4	F	Direct
No	4	M	Direct
No	4	F	Direct
No	4	S	Direct
No	5	G	Indirect	By Trust
No	5	G	Indirect	By SYNC, Inc.

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Option (right to buy)	Disposition	2016-11-18	16,666	$0.00	16,666	$38.65
Common Stock	Option (right to buy)	Disposition	2016-11-18	175,000	$0.00	175,000	$29.44

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
33,334		2023-12-18	No	4	M	Direct
0		2021-09-25	No	4	M	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	2,222	Indirect	By Spouse
Common Stock	105	Indirect	By 401(k) Plan

Footnotes

The prices reported in Column 4 are weighted average prices. These shares were sold in multiple transactions at prices ranging from $53.87 to $54.15 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.
The prices reported in Column 4 are weighted average prices. These shares were sold in multiple transactions at prices ranging from $53.83 to $54.01 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 (2) to this Form 4.
Mr. Wygod received 2,260 shares of WebMD Common Stock upon net share settlement of his exercise of options to purchase 16,666 shares of WebMD Common Stock, with the remaining 14,406 shares being retained by the issuer to pay the exercise price and to satisfy the minimum tax withholding requirements arising from the exercise.
Mr. Wygod received 38,018 shares of WebMD Common Stock upon net share settlement of his exercise of options to purchase 175,000 shares of WebMD Common Stock, with the remaining 136,982 shares being retained by the issuer to pay the exercise price and to satisfy the minimum tax withholding requirements arising from the exercise.
The prices reported in Column 4 are weighted average prices. These shares were sold in multiple transactions at prices ranging from $53.81 to $53.89 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.
On 7/20/2016, the Wygod Family Revocable Living Trust, of which Mr. Wygod is a trustee, gifted 4,000 shares to the WebMD Health Foundation, Inc., a private charitable foundation.
On 7/20/2016, SYNC, Inc., which is wholly owned by Mr. Wygod, gifted 20,146 shares to the WebMD Health Foundation, Inc. and 6,000 shares to the Rose Foundation, both of which are private charitable foundations.
One-third of the shares underlying the option vest on each of the second, third and fourth anniversaries of the grant date (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.
25% of the shares underlying the option vested on each of 9/25/2012, 9/25/2013, 9/25/2014 and 9/25/2015 (fully vested on 9/25/2015). The date of grant for the options was ten years prior to the expiration date.