4//SEC Filing
SMITH JOSEPH E 4
Accession 0000947871-17-000721
CIK 0001326583other
Filed
Sep 14, 8:00 PM ET
Accepted
Sep 15, 11:57 AM ET
Size
21.0 KB
Accession
0000947871-17-000721
Insider Transaction Report
Form 4
SMITH JOSEPH E
Director
Transactions
- Disposition to Issuer
Stock Option (right to buy)
2017-09-15−13,200→ 0 totalExercise: $38.49Exp: 2020-01-01→ Common Stock (13,200 underlying) - Disposition to Issuer
Stock Option (right to buy)
2017-09-15−13,200→ 0 totalExercise: $39.50Exp: 2024-01-01→ Common Stock (13,200 underlying) - Disposition to Issuer
Stock Option (right to buy)
2017-09-15−13,200→ 0 totalExercise: $37.55Exp: 2022-01-01→ Common Stock (13,200 underlying) - Disposition to Issuer
Stock Option (right to buy)
2017-09-15−3,300→ 0 totalExercise: $14.34Exp: 2023-01-01→ Common Stock (3,300 underlying) - Disposition from Tender
Common Stock
2017-09-15$66.50/sh−23,921$1,590,747→ 0 total - Disposition to Issuer
Stock Option (right to buy)
2017-09-15−13,200→ 0 totalExercise: $39.55Exp: 2025-01-01→ Common Stock (13,200 underlying) - Disposition to Issuer
Stock Option (right to buy)
2017-09-15−13,200→ 0 totalExercise: $48.30Exp: 2026-01-01→ Common Stock (13,200 underlying) - Disposition to Issuer
Stock Option (right to buy)
2017-09-15−13,200→ 0 totalExercise: $49.57Exp: 2027-01-01→ Common Stock (13,200 underlying)
Footnotes (2)
- [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 option that was vested and exercisable immediately prior to completion of the Merger, or that vested upon 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 exercise price of each such option. In connection with the completion of the Merger, each unvested option held by the Reporting Person fully accelerated. The Reporting Person no longer owns any securities issued by WebMD.
Documents
Issuer
WebMD Health Corp.
CIK 0001326583
Entity typeother
Related Parties
1- filerCIK 0001230617
Filing Metadata
- Form type
- 4
- Filed
- Sep 14, 8:00 PM ET
- Accepted
- Sep 15, 11:57 AM ET
- Size
- 21.0 KB