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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) |
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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (right to buy) | $ 41.1538 | 10/23/2009 | D | 13,000 | 10/23/2009 | 11/12/2014 | Common Stock | 13,000 | (2) | 0 | D | ||||
| Stock Option (right to buy) | $ 13.75 | 10/23/2009 | D | 13,000 | 10/23/2009 | 07/01/2015 | Common Stock | 13,000 | (3) | 0 | D | ||||
| Stock Option (right to buy) | $ 7.06 | 10/23/2009 | D | 20,000 | 10/23/2009 | 01/01/2012 | Common Stock | 20,000 | (4) | 0 | D | ||||
| Stock Option (right to buy) | $ 6.99 | 10/23/2009 | D | 20,000 | 10/23/2009 | 11/04/2012 | Common Stock | 20,000 | (5) | 0 | D | ||||
| Stock Option (right to buy) | $ 8.55 | 10/23/2009 | D | 20,000 | 10/23/2009 | 01/01/2013 | Common Stock | 20,000 | (6) | 0 | D | ||||
| Stock Option (right to buy) | $ 8.99 | 10/23/2009 | D | 20,000 | 10/23/2009 | 01/01/2014 | Common Stock | 20,000 | (7) | 0 | D | ||||
| Stock Option (right to buy) | $ 8.16 | 10/23/2009 | D | 20,000 | 10/23/2009 | 01/01/2015 | Common Stock | 20,000 | (8) | 0 | D | ||||
| Stock Option (right to buy) | $ 8.46 | 10/23/2009 | D | 20,000 | (9) | 01/01/2016 | Common Stock | 20,000 | (10) | 0 | D | ||||
| Stock Option (right to buy) | $ 12.39 | 10/23/2009 | D | 20,000 | (9) | 01/01/2017 | Common Stock | 20,000 | (11) | 0 | D | ||||
| Stock Option (right to buy) | $ 13.4 | 10/23/2009 | D | 20,000 | (9) | 01/01/2018 | Common Stock | 20,000 | (12) | 0 | D | ||||
| Stock Option (right to buy) | $ 9.46 | 10/23/2009 | D | 20,000 | (9) | 12/10/2018 | Common Stock | 20,000 | (13) | 0 | D | ||||
| Stock Option (right to buy) | $ 10.46 | 10/23/2009 | D | 20,000 | (9) | 01/01/2019 | Common Stock | 20,000 | (14) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| SMITH JOSEPH E 669 RIVER DRIVE, CENTER 2 ELMWOOD PARK, NJ 07407 |
X | |||
| /s/ Lewis H. Leicher, Attorney-in-Fact for Joseph E. Smith | 10/26/2009 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | 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. |
| (2) | 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 $92.61 per share. |
| (3) | 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. |
| (4) | 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. |
| (5) | 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. |
| (6) | 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. |
| (7) | 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. |
| (8) | 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. |
| (9) | 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. |
| (10) | 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. |
| (11) | 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. |
| (12) | 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. |
| (13) | 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. |
| (14) | 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. |