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Filing Details

Accession Number:: 0000947871-14-000529
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-08-14 20:54:11
Reporting Period:: 2014-08-13

Filing Date:: 2014-08-14
Accepted Time:: 2014-08-14 19:54:11
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
1576145	J David Schlanger	C/O Webmd Health Corp. 111 Eighth Avenue New York NY 10011	Chief Executive Officer	No	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	2014-08-13	50,000	$23.61	133,071	No	4	M	Direct
Common Stock	Disposition	2014-08-13	37,696	$48.00	95,375	No	4	F	Direct
Common Stock	Acquisiton	2014-08-13	12,500	$22.40	107,875	No	4	M	Direct
Common Stock	Disposition	2014-08-13	9,272	$48.00	98,603	No	4	F	Direct
Common Stock	Acquisiton	2014-08-13	20,000	$13.15	118,603	No	4	M	Direct
Common Stock	Disposition	2014-08-13	12,969	$47.99	105,634	No	4	F	Direct
Common Stock	Disposition	2014-08-13	15,000	$47.81	90,634	No	4	S	Direct
Common Stock	Disposition	2014-08-14	17,563	$47.62	73,071	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	M	Direct
No	4	F	Direct
No	4	M	Direct
No	4	F	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	2014-08-13	50,000	$0.00	50,000	$23.61
Common Stock	Stock Option (Right to Buy)	Disposition	2014-08-13	12,500	$0.00	12,500	$22.40
Common Stock	Stock Option (Right to Buy)	Disposition	2014-08-13	20,000	$0.00	20,000	$13.15

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
10,000	2018-12-10	No	4	M	Direct
12,500	2022-05-21	No	4	M	Direct
20,000	2022-11-14	No	4	M	Direct

Footnotes

Mr. Schlanger received 12,304 shares of WebMD Common Stock upon net share settlement of his exercise of options to purchase 50,000 shares of WebMD Common Stock, with the remaining 37,696 shares being retained by the issuer to pay the exercise price and to satisfy the minimum tax withholding requirements arising from the exercise.
Mr. Schlanger received 3,228 shares of WebMD Common Stock upon net share settlement of his exercise of options to purchase 12,500 shares of WebMD Common Stock, with the remaining 9,272 shares being retained by the issuer to pay the exercise price and to satisfy the minimum tax withholding requirements arising from the exercise.
Mr. Schlanger received 7,031 shares of WebMD Common Stock upon net share settlement of his exercise of options to purchase 20,000 shares of WebMD Common Stock, with the remaining 12,969 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 $47.656 to $47.962 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 $47.58 to $47.66 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 date of grant (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.
50% of the shares underlying the option vest on each of the first and second anniversaries of the date of grant (fully vested on the 2nd anniversary of the grant date). The date of grant for the options was ten years prior to the expiration date.