Richard Treese Form 3 WebMD Health / Richard Treese ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Treese Richard

(Last) (First) (Middle)

C/O WEBMD HEALTH CORP.,

395 HUDSON STREET

(Street)

NEW YORK NY 10014

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/13/2017

3. Issuer Name and Ticker or Trading Symbol
WebMD Health Corp. [ WBMD ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Exec VP & CTO

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	15,693	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	(1)	05/29/2022	Common Stock	10,000	22.9	D
Stock Option (Right to Buy)	(2)	11/14/2022	Common Stock	20,000	13.15	D
Stock Option (Right to Buy)	(3)	04/25/2024	Common Stock	15,000	44.73	D
Stock Option (Right to Buy)	(4)	06/17/2025	Common Stock	20,000	46.26	D
Stock Option (Right to Buy)	(5)	11/02/2026	Common Stock	30,000	49	D

Explanation of Responses:

1. 10,000 shares are vested and exercisable.

2. 20,000 shares are vested and exercisable.

3. 7,500 shares are vested and exercisable, and 3,750 unvested shares are scheduled to vest on each of 04/25/2017 and 04/25/2018.

4. 6,666 shares are vested and exercisable, and 6,667 unvested shares are scheduled to vest on each of 06/17/17 and 06/17/2018.

5. 10,000 unvested shares are scheduled to vest on each of 11/02/2018, 11/02/2019, 11/02/2020.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Lewis H. Leicher, Attorney-in-Fact for Richard Treese	01/23/2017
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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