Sec Form 4 Filing - ADLER MARK J MD @ WebMD Health Corp. - 2014-08-26

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
ADLER MARK J MD
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)
(Last) (First) (Middle)
C/O WEBMD HEALTH CORP., 111 EIGHTH AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
08/26/2014
(Street)
NEW YORK, NY10011
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 08/26/2014 M 3,300 A $ 14.34 5,835 D
Common Stock 08/26/2014 F 966 D $ 49 4,869 ( 1 ) D
Common Stock 08/26/2014 S 2,334 D $ 49.16 ( 2 ) 2,535 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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) $ 14.34 08/26/2014 M 3,300 ( 3 ) 01/01/2023 Common Stock 3,300 $ 0 9,900 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ADLER MARK J MD
C/O WEBMD HEALTH CORP.
111 EIGHTH AVENUE
NEW YORK, NY10011
X
Signatures
/s/ Lewis H. Leicher, Attorney-in-Fact for Mark J. Adler 08/27/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Dr. Adler received 2,334 shares of WebMD Common Stock upon net share settlement of his exercise of options to purchase 3,300 shares of WebMD Common Stock, with the remaining 966 shares being retained by the issuer to pay the exercise price.
( 2 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $49.10 to $49.23 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.
( 3 )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.

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 4(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).

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