Sec Form 4 Filing - Glick Michael B @ WebMD Health Corp. - 2014-08-11

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 Glick Michael B 2. Issuer Name and Ticker or Trading Symbol WebMD Health Corp. [ WBMD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Exec VP and Co-General Counsel (Last) (First) (Middle) C/O WEBMD HEALTH CORP., 111 EIGHTH AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 08/11/2014 (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 08/11/2014 M 10,000 A $ 30 44,882 D Common Stock 08/11/2014 F 8,338 D $ 48.1 36,544 ( 1 ) D Common Stock 08/11/2014 M 25,000 A $ 13.15 61,544 D Common Stock 08/11/2014 F 16,207 D $ 48.13 45,337 ( 2 ) D Common Stock 08/11/2014 S 4,535 D $ 48 40,802 D Common Stock 08/12/2014 S 11,207 D $ 47.75 29,595 D Common Stock 383 I By 401(k) Plan

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) $ 30 08/11/2014 M 10,000 ( 3 ) 09/21/2021 Common Stock 10,000 $ 0 20,000 D Stock Option (Right to Buy) $ 13.15 08/11/2014 M 25,000 ( 4 ) 11/14/2022 Common Stock 25,000 $ 0 25,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Glick Michael B C/O WEBMD HEALTH CORP. 111 EIGHTH AVENUE NEW YORK, NY10011 Exec VP and Co-General Counsel Signatures /s/ Lewis H. Leicher, Attorney-in-Fact for Michael B. Glick 08/13/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Mr. Glick received 1,662 shares of WebMD Common Stock upon net share settlement of his exercise of options to purchase 10,000 shares of WebMD Common Stock, with the remaining 8,338 shares being retained by the issuer to pay the exercise price and to satisfy the minimum tax withholding requirements arising from the exercise. ( 2 )Mr. Glick received 8,793 shares of WebMD Common Stock upon net share settlement of his exercise of options to purchase 25,000 shares of WebMD Common Stock, with the remaining 16,207 shares being retained by the issuer to pay the exercise price and to satisfy the minimum tax withholding requirements arising from the exercise. ( 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. ( 4 )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.

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