4//SEC Filing
Glick Michael B 4
Accession 0000947871-17-000718
CIK 0001326583other
Filed
Sep 14, 8:00 PM ET
Accepted
Sep 15, 11:44 AM ET
Size
19.1 KB
Accession
0000947871-17-000718
Insider Transaction Report
Form 4
Glick Michael B
Exec VP and Co-General Counsel
Transactions
- Disposition from Tender
Common Stock
2017-09-15$66.50/sh−383$25,470→ 0 total(indirect: By 401(k)) - Disposition to Issuer
Stock Option (right to buy)
2017-09-15−25,000→ 0 totalExercise: $46.81Exp: 2020-06-28→ Common Stock (25,000 underlying) - Disposition to Issuer
Stock Option (right to buy)
2017-09-15−42,500→ 0 totalExercise: $42.99Exp: 2025-03-25→ Common Stock (42,500 underlying) - Disposition from Tender
Common Stock
2017-09-15$66.50/sh−9,814$652,631→ 28,000 total - Disposition to Issuer
Common Stock
2017-09-15$66.50/sh−28,000$1,862,000→ 0 total - Disposition to Issuer
Stock Option (right to buy)
2017-09-15−75,000→ 0 totalExercise: $38.65Exp: 2023-12-18→ Common Stock (75,000 underlying) - Disposition to Issuer
Stock Option (right to buy)
2017-09-15−75,000→ 0 totalExercise: $49.00Exp: 2026-11-02→ Common Stock (75,000 underlying)
Footnotes (4)
- [F1]Sold in a tender offer made by Diagnosis Merger Sub, Inc., a Delaware Corporation ("Purchaser") and a wholly-owned subsidiary of MH Sub I, LLC, a Delaware limited liability company ("Parent"), to purchase all of the issued and outstanding shares of common stock of WebMD Health Corp., a Delaware corporation ("WebMD"), for $66.50 per share, pursuant to the terms of that certain Agreement and Plan of Merger, dated as of July 24, 2017, by and among WebMD, Purchaser, and Parent (the "Merger Agreement").
- [F2]On September 15, 2017, the merger transaction (the "Merger") contemplated by the Merger Agreement was completed and WebMD was acquired by the Purchaser and ceased to be a public company. Pursuant to the Merger Agreement, each restricted share that was outstanding and unvested immediately prior to the completion of the Merger was converted into the right of the holder to receive an amount in cash equal to $66.50, which will, subject to its terms and conditions, be scheduled to be payable promptly following the applicable vesting date for such restricted share (or earlier if subject to acceleration in accordance with its terms).
- [F3]Pursuant to the Merger Agreement, each option that was vested and exercisable immediately prior to the completion of the Merger, or that vested upon the completion of the Merger in accordance with its terms, was automatically cancelled in exchange for the right of the holder to receive an amount in cash equal to the excess of $66.50 over the applicable exercise price of each such option. Each unvested option was converted into the right of the holder to receive an amount in cash equal to the excess of $66.50 over the applicable exercise price of each such option, which will, subject to its terms and conditions, be scheduled to be payable promptly following the applicable vesting date for such option (or earlier if subject to acceleration in accordance with its terms).
- [F4]All of the shares underlying the options expiring on June 28, 2020 are vested. For the options expiring on December 18, 2023, 25,000 underlying shares are unvested. For the options expiring on March 25, 2025, 21,250 underlying shares are unvested. For the options expiring on November 2, 2026, all underlying shares are unvested.
Documents
Issuer
WebMD Health Corp.
CIK 0001326583
Entity typeother
Related Parties
1- filerCIK 0001549889
Filing Metadata
- Form type
- 4
- Filed
- Sep 14, 8:00 PM ET
- Accepted
- Sep 15, 11:44 AM ET
- Size
- 19.1 KB