James V Manning Form 4 WebMD Health / JAMES V MANNING ownership change

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

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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^*

MANNING JAMES V

(Last) (First) (Middle)

C/O WEBMD HEALTH CORP.,

395 HUDSON STREET

(Street)

NEW YORK NY 10014

(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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/28/2016

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	11/28/2016		S		28,916	D	$53.55(1)	100,680	D
Common Stock	11/28/2016		M		2,222	A	$30.16	102,902	D
Common Stock	11/28/2016		F		1,253	D	$53.51	101,649(2)	D
Common Stock	11/28/2016		M		4,259	A	$21.29	105,908	D
Common Stock	11/28/2016		F		1,695	D	$53.51	104,213(3)	D
Common Stock	11/28/2016		M		4,444	A	$23.54	108,657	D
Common Stock	11/28/2016		F		1,955	D	$53.53	106,702(4)	D
Common Stock	11/28/2016		M		3,300	A	$41.07	110,002	D
Common Stock	11/28/2016		F		2,534	D	$53.5	107,468(5)	D
Common Stock	11/28/2016		M		6,600	A	$23.61	114,068	D
Common Stock	11/28/2016		F		2,912	D	$53.52	111,156(6)	D
Common Stock	11/28/2016		M		6,600	A	$23.59	117,756	D
Common Stock	11/28/2016		F		2,910	D	$53.52	114,846(7)	D
Common Stock	11/28/2016		M		9,900	A	$38.49	124,746	D
Common Stock	11/28/2016		F		7,123	D	$53.5	117,623(8)	D
Common Stock	11/29/2016		S		10,000	D	$53.49(9)	107,623	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)	$30.16	11/28/2016		M			2,222	(10)	01/01/2018	Common Stock	2,222	$0	0	D
Stock Option (right to buy)	$21.29	11/28/2016		M			4,259	(10)	12/10/2018	Common Stock	4,259	$0	0	D
Stock Option (right to buy)	$23.54	11/28/2016		M			4,444	(10)	01/01/2019	Common Stock	4,444	$0	0	D
Stock Option (right to buy)	$41.07	11/28/2016		M			3,300	(11)	01/01/2018	Common Stock	3,300	$0	0	D
Stock Option (right to buy)	$23.61	11/28/2016		M			6,600	(11)	12/10/2018	Common Stock	6,600	$0	0	D
Stock Option (right to buy)	$23.59	11/28/2016		M			6,600	(11)	01/01/2019	Common Stock	6,600	$0	0	D
Stock Option (right to buy)	$38.49	11/28/2016		M			9,900	(11)	01/01/2020	Common Stock	9,900	$0	0	D

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. 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.

5. 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.

6. 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.

7. 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.

8. 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.

9. 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.

10. 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.

11. 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	11/30/2016
	** Signature of Reporting Person	Date
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