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Filing Details

Accession Number:: 0000947871-14-000528
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-08-14 19:38:12
Reporting Period:: 2014-08-12

Filing Date:: 2014-08-14
Accepted Time:: 2014-08-14 19:38:12
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1326583	Webmd Health Corp.	WBMD	Services-Business Services, Nec (7389)	202783228

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
905448	J Martin Wygod	C/O Webmd Health Corp. 111 Eighth Avenue New York NY 10011	Chairman Of The Board	Yes	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Common Stock	Acquisiton	2014-08-12	180,000	$23.61	382,219	No	4	M	Direct
Common Stock	Disposition	2014-08-12	136,210	$48.06	246,009	No	4	F	Direct
Common Stock	Disposition	2014-08-12	40,630	$47.93	205,379	No	4	S	Direct
Common Stock	Acquisiton	2014-08-13	175,000	$29.44	380,379	No	4	M	Direct
Common Stock	Disposition	2014-08-13	142,584	$48.06	237,795	No	4	F	Direct
Common Stock	Disposition	2014-08-13	53,789	$47.84	184,006	No	4	S	Direct
Common Stock	Disposition	2014-08-14	20,500	$47.79	163,506	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	M	Direct
No	4	F	Direct
No	4	S	Direct
No	4	M	Direct
No	4	F	Direct
No	4	S	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Stock Option (Right to Buy)	Disposition	2014-08-12	180,000	$0.00	180,000	$23.61
Common Stock	Stock Option (Right to Buy)	Disposition	2014-08-13	175,000	$0.00	175,000	$29.44

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0		2018-12-10	No	4	M	Direct
175,000		2021-09-25	No	4	M	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	837,758	Indirect	By Trust
Common Stock	2,222	Indirect	By Spouse
Common Stock	26,146	Indirect	By SYNC, Inc.
Common Stock	105	Indirect	By 401(k) Plan

Footnotes

Mr. Wygod received 43,790 shares of WebMD Common Stock upon net share settlement of his exercise of options to purchase 180,000 shares of WebMD Common Stock, with the remaining 136,210 shares being retained by the issuer to pay the exercise price and to satisfy the minimum tax withholding requirements arising from the exercise.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $47.63 to $48.04 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.
Mr. Wygod received 32,416 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 142,584 shares being retained by the issuer to pay the exercise price and to satisfy the minimum tax withholding requirements arising from the exercise.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $47.62 to $48.16 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 (4) to this Form 4.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $47.09 to $47.87 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.
25% of the shares underlying the option vested on each of 3/31/2010, 3/31/2011, 3/31/2012 and 3/31/2013 (fully vested on 3/31/2013). The date of grant for the options was ten years prior to the expiration date.
25% of the shares underlying the option vest on each of the first, 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.