WebMD Health (WBMD) Form 4 WebMD Health / MARTIN J WYGOD 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^*

WYGOD MARTIN J

(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
X	Officer (give title below)	Other (specify below)
Chairman of the Board

3. Date of Earliest Transaction (Month/Day/Year)
11/17/2016

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	11/17/2016		S		36,308	D	$54(1)	156,591	D
Common Stock	11/18/2016		S		29,879	D	$53.93(2)	126,712	D
Common Stock	11/18/2016		M		16,666	A	$38.65	143,378	D
Common Stock	11/18/2016		F		14,406	D	$53.95	128,972(3)	D
Common Stock	11/18/2016		M		175,000	A	$29.44	303,972	D
Common Stock	11/18/2016		F		136,982	D	$53.95	166,990(4)	D
Common Stock	11/21/2016		S		23,656	D	$53.85(5)	143,334	D
Common Stock	07/20/2016		G	V	4,000	D	$0	772,173(6)	I	By Trust
Common Stock	07/20/2016		G	V	26,146	D	$0	0(7)	I	By SYNC, Inc.
Common Stock								2,222	I	By Spouse
Common Stock								105	I	By 401(k) Plan

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
Option (right to buy)	$38.65	11/18/2016		M			16,666	(8)	12/18/2023	Common Stock	16,666	$0	33,334	D
Option (right to buy)	$29.44	11/18/2016		M			175,000	(9)	09/25/2021	Common Stock	175,000	$0	0	D

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. 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.

5. 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.

6. 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.

7. 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.

8. 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.

9. 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.

	/s/ Lewis H. Leicher, Attorney-in-Fact for Martin J. Wygod	11/21/2016
	** Signature of Reporting Person	Date
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