FORM 4
[ X ] 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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Treese Richard 		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 & CTO
(Last)          (First)          (Middle)

C/O WEBMD HEALTH CORP.,, 395 HUDSON STREET 		3. Date of Earliest Transaction (MM/DD/YYYY)

9/15/2017
(Street)

NEW YORK, NY 10014
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   9/15/2017     U    5249   (1) D $66.50   9584   D    
Common Stock   9/15/2017     D    9584   (2) D $66.50   0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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)   (3) $22.90   9/15/2017     D         10000   (4)     (3) 5/29/2022   Common Stock   10000     (3) 0   D    
Stock Option (right to buy)   (3) $13.15   9/15/2017     D         20000   (4)     (3) 11/14/2022   Common Stock   20000     (3) 0   D    
Stock Option (right to buy)   (3) $44.73   9/15/2017     D         15000   (4)     (3) 4/25/2024   Common Stock   15000     (3) 0   D    
Stock Option (right to buy)   (3) $46.26   9/15/2017     D         20000   (4)     (3) 6/17/2025   Common Stock   20000     (3) 0   D    
Stock Option (right to buy)   (3) $49.00   9/15/2017     D         30000   (4)     (3) 11/2/2026   Common Stock   30000     (3) 0   D    

Explanation of Responses:
(1)  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").
(2)  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).
(3)  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).
(4)  All of the shares underlying the options expiring on May 29, 2022 and November 14, 2022 are vested. For the options expiring on April 25, 2024, 3,750 underlying shares are unvested. For the options expiring on June 17, 2025, 6,667 underlying shares are unvested. For the options expiring on November 2, 2026, all underlying shares are unvested.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Treese Richard
C/O WEBMD HEALTH CORP.,
395 HUDSON STREET
NEW YORK, NY 10014

Exec VP & CTO

Signatures
/s/ Lewis H. Leicher, Attorney-in-Fact for Richard Treese 9/15/2017
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.
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