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4//SEC Filing

HLTH CORP 4

Accession 0000947871-09-000674

CIK 0001009575operating
View on SEC.govCompany Profile

Filed

Oct 26, 8:00 PM ET

Accepted

Oct 27, 3:33 PM ET

Size

43.2 KB

Accession

0000947871-09-000674

Insider Transaction Report

Form 4
Period: 2009-10-23
HLTH CORPHLTH
MANNING JAMES V
Director
Transactions
  • Disposition to Issuer

    Stock Option (right to buy)

    2009-10-23−20,000→ 0 total
    Exercise: $12.39Exp: 2017-01-01→ Common Stock (20,000 underlying)
  • Disposition to Issuer

    Stock Option (right to buy)

    2009-10-23−13,000→ 0 total
    Exercise: $13.75From: 2009-10-23Exp: 2015-07-01→ Common Stock (13,000 underlying)
  • Disposition to Issuer

    Stock Option (right to buy)

    2009-10-23−20,000→ 0 total
    Exercise: $8.55From: 2009-10-23Exp: 2013-01-01→ Common Stock (20,000 underlying)
  • Disposition to Issuer

    Common Stock

    2009-10-23−3,000→ 0 total(indirect: By Spouse)
  • Disposition to Issuer

    Stock Option (right to buy)

    2009-10-23−30,000→ 0 total
    Exercise: $8.19From: 2009-10-23Exp: 2010-11-22→ Common Stock (30,000 underlying)
  • Disposition to Issuer

    Stock Option (right to buy)

    2009-10-23−20,000→ 0 total
    Exercise: $7.06From: 2009-10-23Exp: 2012-01-01→ Common Stock (20,000 underlying)
  • Disposition to Issuer

    Common Stock

    2009-10-23−490,518→ 0 total
  • Disposition to Issuer

    Stock Option (right to buy)

    2009-10-23−20,000→ 0 total
    Exercise: $6.99From: 2009-10-23Exp: 2012-11-04→ Common Stock (20,000 underlying)
  • Disposition to Issuer

    Stock Option (right to buy)

    2009-10-23−20,000→ 0 total
    Exercise: $8.16From: 2009-10-23Exp: 2015-01-01→ Common Stock (20,000 underlying)
  • Disposition to Issuer

    Stock Option (right to buy)

    2009-10-23−20,000→ 0 total
    Exercise: $13.40Exp: 2018-01-01→ Common Stock (20,000 underlying)
  • Disposition to Issuer

    Stock Option (right to buy)

    2009-10-23−20,000→ 0 total
    Exercise: $3.43From: 2009-10-23Exp: 2011-09-20→ Common Stock (20,000 underlying)
  • Disposition to Issuer

    Stock Option (right to buy)

    2009-10-23−25,000→ 0 total
    Exercise: $13.63From: 2009-10-23Exp: 2015-07-01→ Common Stock (25,000 underlying)
  • Disposition to Issuer

    Stock Option (right to buy)

    2009-10-23−20,000→ 0 total
    Exercise: $8.99From: 2009-10-23Exp: 2014-01-01→ Common Stock (20,000 underlying)
  • Disposition to Issuer

    Stock Option (right to buy)

    2009-10-23−20,000→ 0 total
    Exercise: $8.46Exp: 2016-01-01→ Common Stock (20,000 underlying)
  • Disposition to Issuer

    Common Stock

    2009-10-23−12,500→ 0 total(indirect: By IRA)
  • Disposition to Issuer

    Stock Option (right to buy)

    2009-10-23−20,000→ 0 total
    Exercise: $7.94From: 2009-10-23Exp: 2011-01-01→ Common Stock (20,000 underlying)
  • Disposition to Issuer

    Stock Option (right to buy)

    2009-10-23−20,000→ 0 total
    Exercise: $10.46Exp: 2019-01-01→ Common Stock (20,000 underlying)
  • Disposition to Issuer

    Stock Option (right to buy)

    2009-10-23−20,000→ 0 total
    Exercise: $9.46Exp: 2018-12-10→ Common Stock (20,000 underlying)
Footnotes (17)
  • [F1]Pursuant to the terms of the merger agreement ("Merger Agreement") between HLTH Corporation ("HLTH") and WebMD Health Corp. ("WebMD") dated June 17, 2009, each share of HLTH common stock was automatically converted into .4444 shares of WebMD common stock on the effective date of the merger.
  • [F10]Pursuant to the terms of the Merger Agreement, this stock option was automatically assumed by WebMD on the effective date of the merger and replaced with an option to purchase 8,888 shares of WebMD common stock with an exercise price of $20.23 per share.
  • [F11]Pursuant to the terms of the Merger Agreement, this stock option was automatically assumed by WebMD on the effective date of the merger and replaced with an option to purchase 8,888 shares of WebMD common stock with an exercise price of $18.37 per share.
  • [F12]25% of the shares underlying the option vested or are scheduled to vest on the first anniversary of the grant date and 1/48 of the shares vested or are scheduled to vest monthly thereafter over the next three-year period (fully vested on the 4th anniversary of the grant date). The date of grant for each of these options was ten years prior to the expiration date.
  • [F13]Pursuant to the terms of the Merger Agreement, this stock option was automatically assumed by WebMD on the effective date of the merger and replaced with an option to purchase 8,888 shares of WebMD common stock with an exercise price of $19.04 per share.
  • [F14]Pursuant to the terms of the Merger Agreement, this stock option was automatically assumed by WebMD on the effective date of the merger and replaced with an option to purchase 8,888 shares of WebMD common stock with an exercise price of $27.89 per share.
  • [F15]Pursuant to the terms of the Merger Agreement, this stock option was automatically assumed by WebMD on the effective date of the merger and replaced with an option to purchase 8,888 shares of WebMD common stock with an exercise price of $30.16 per share.
  • [F16]Pursuant to the terms of the Merger Agreement, this stock option was automatically assumed by WebMD on the effective date of the merger and replaced with an option to purchase 8,888 shares of WebMD common stock with an exercise price of $21.29 per share.
  • [F17]Pursuant to the terms of the Merger Agreement, this stock option was automatically assumed by WebMD on the effective date of the merger and replaced with an option to purchase 8,888 shares of WebMD common stock with an exercise price of $23.54 per share.
  • [F2]Pursuant to the terms of the Merger Agreement, this stock option was automatically assumed by WebMD on the effective date of the merger and replaced with an option to purchase 5,777 shares of WebMD common stock with an exercise price of $30.95 per share.
  • [F3]Pursuant to the terms of the Merger Agreement, this stock option was automatically assumed by WebMD on the effective date of the merger and replaced with an option to purchase 11,110 shares of WebMD common stock with an exercise price of $30.66 per share.
  • [F4]Pursuant to the terms of the Merger Agreement, this stock option was automatically assumed by WebMD on the effective date of the merger and replaced with an option to purchase 13,332 shares of WebMD common stock with an exercise price of $18.43 per share.
  • [F5]Pursuant to the terms of the Merger Agreement, this stock option was automatically assumed by WebMD on the effective date of the merger and replaced with an option to purchase 8,888 shares of WebMD common stock with an exercise price of $17.87 per share.
  • [F6]Pursuant to the terms of the Merger Agreement, this stock option was automatically assumed by WebMD on the effective date of the merger and replaced with an option to purchase 8,888 shares of WebMD common stock with an exercise price of $7.72 per share.
  • [F7]Pursuant to the terms of the Merger Agreement, this stock option was automatically assumed by WebMD on the effective date of the merger and replaced with an option to purchase 8,888 shares of WebMD common stock with an exercise price of $15.89 per share.
  • [F8]Pursuant to the terms of the Merger Agreement, this stock option was automatically assumed by WebMD on the effective date of the merger and replaced with an option to purchase 8,888 shares of WebMD common stock with an exercise price of $15.73 per share.
  • [F9]Pursuant to the terms of the Merger Agreement, this stock option was automatically assumed by WebMD on the effective date of the merger and replaced with an option to purchase 8,888 shares of WebMD common stock with an exercise price of $19.24 per share.

Documents

1 file

Issuer

HLTH CORP

CIK 0001009575

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Entity typeoperating
IncorporatedDE

Related Parties

1
  • filerCIK 0001009575

Filing Metadata

Form type
4
Filed
Oct 26, 8:00 PM ET
Accepted
Oct 27, 3:33 PM ET
Size
43.2 KB
View on SEC.gov