Martin J Wygod 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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X

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)
09/15/2017

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	06/13/2017		G	V	10,345	D	$0	652,507(1)	I	By Trust
Common Stock	06/13/2017		G	V	58,621	D	$0	593,886(2)	I	By Trust
Common Stock	09/15/2017		U		23,378(3)	D	$66.5	96,667	D
Common Stock	09/15/2017		D		71,667(4)	D	$66.5	25,000	D
Common Stock	09/15/2017		D		25,000(5)	D	$66.5	0	D
Common Stock	09/15/2017		U		105(3)	D	$66.5	0	I	By 401(k) Plan
Common Stock	09/15/2017		U		593,886(3)	D	$66.5	0	I	By Trust
Common Stock	09/15/2017		U		2,222(3)	D	$66.5	0	I	By Spouse

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)(6)	$38.65	09/15/2017		D			33,334	(6)	12/18/2023	Common Stock	33,334	(6)	0	D
Stock Option (right to buy)(6)	$49	09/15/2017		D			100,000	(6)	11/02/2026	Common Stock	100,000	(6)	0	D

Explanation of Responses:

1. The Wygod Family Revocable Living Trust, of which Mr. Wygod is a trustee, gifted 10,345 shares to Endeavor Therapeutic Horsemanship.

2. The Wygod Family Revocable Living Trust, of which Mr. Wygod is a trustee, gifted 58,621 Shares to The Rose Foundation, a private charitable foundation of which Mr. Wygod is a trustee.

3. Sold in a tender offer made by Diagnosis Merger Sub, Inc., a Delaware Corporation ("Purchaser") and a wholly-owned subsidiary of MH Sub I, LLC, a Delaware limited liability company ("Parent"), to purchase all of the issued and outstanding shares of common stock of WebMD Health Corp., a Delaware corporation ("WebMD"), for $66.50 per share, pursuant to the terms of that certain Agreement and Plan of Merger, dated as of July 24, 2017, by and among WebMD, Purchaser, and Parent (the "Merger Agreement").

4. On September 15, 2017, the merger transaction (the "Merger") contemplated by the Merger Agreement was completed and WebMD was acquired by the Purchaser and ceased to be a public company. Pursuant to the Merger Agreement, each restricted share that vested upon the completion of the Merger in accordance with its terms was converted into the right of the holder to receive an amount in cash equal to $66.50. Each restricted share held by the Reporting Person fully vested upon the completion of the Merger.

5. Pursuant to the Merger Agreement, each performance share that vested upon the completion of the Merger in accordance with its terms was converted into the right of the holder to receive an amount in cash equal to $66.50. Each performance share held by the Reporting Person fully vested (assuming achievement of maximum level of performance criteria) upon the completion of the Merger.

6. Pursuant to the Merger Agreement, each option that was vested and exercisable immediately prior to the completion of the Merger, or that vested upon the completion of the Merger in accordance with its terms, was automatically cancelled in exchange for the right of the holder to receive an amount in cash equal to the excess of $66.50 over the applicable exercise price of each such option. Each unvested option held by the Reporting Person fully accelerated upon the completion of the Merger. The Reporting Person no longer owns any securities issued by WebMD.

	/s/ Lewis H. Leicher, Attorney-in-Fact for Martin J. Wygod	09/15/2017
	** Signature of Reporting Person	Date
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