WebMD Health (WBMD) Form 4 WebMD Health / NEIL F DIMICK 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^*

DIMICK NEIL F

(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)
11/22/2016

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	11/22/2016		M		8,888	A	$30.16	26,789	D
Common Stock	11/22/2016		F		4,982	D	$53.81	21,807(1)	D
Common Stock	11/22/2016		M		13,200	A	$40.02	35,007	D
Common Stock	11/22/2016		F		9,818	D	$53.81	25,189(2)	D
Common Stock	11/22/2016		M		13,200	A	$23.59	38,389	D
Common Stock	11/22/2016		F		5,787	D	$53.81	32,602(3)	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	11/22/2016		M			8,888	(4)	01/01/2018	Common Stock	8,888	$0	0	D
Stock Option (right to buy)	$40.02	11/22/2016		M			13,200	(5)	01/01/2017	Common Stock	13,200	$0	0	D
Stock Option (right to buy)	$23.59	11/22/2016		M			13,200	(6)	01/01/2019	Common Stock	13,200	$0	0	D

Explanation of Responses:

1. Mr. Dimick received 3,906 shares of WebMD Common Stock upon net share settlement of his exercise of options to purchase 8,888 shares of WebMD Common Stock, with the remaining 4,982 shares being retained by the issuer to pay the exercise price.

2. Mr. Dimick received 3,382 shares of WebMD Common Stock upon net share settlement of his exercise of options to purchase 13,200 shares of WebMD Common Stock, with the remaining 9,818 shares being retained by the issuer to pay the exercise price.

3. Mr. Dimick received 7,413 shares of WebMD Common Stock upon net share settlement of his exercise of options to purchase 13,200 shares of WebMD Common Stock, with the remaining 5,787 shares being retained by the issuer to pay the exercise price.

4. 25% of the shares underlying the option vested on each of the first, second, third and fourth anniversary of the date of grant (fully vested on the 4th anniversary of the grant date). The date of grant was ten years prior to the expiration date.

5. 25% of the shares underlying the option vested on the first anniversary of the grant date and 1/48 of the shares vested or monthly thereafter over the next three-year period (fully vested on the 4th anniversary of the grant date). The date of grant was ten years prior to the expiration date.

6. 25% of the shares underlying the option vested on the first anniversary of the grant date and 1/48 of the shares vested or monthly thereafter over the next three-year period (fully vested on the 4th anniversary of the grant date). The date of grant was ten years prior to the expiration date.

	/s/ Lewis H. Leicher, Attorney-in-Fact for Neil F. Dimick	11/23/2016
	** Signature of Reporting Person	Date
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