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 *

WYGOD MARTIN J 		2. Issuer Name and Ticker or Trading Symbol

WebMD Health Corp. [ WBMD ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chairman of the Board
(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   6/13/2017     G   V 10345   D $0   652507   (1) I   By Trust  
Common Stock   6/13/2017     G   V 58621   D $0   593886   (2) I   By Trust  
Common Stock   9/15/2017     U    23378   (3) D $66.50   96667   D    
Common Stock   9/15/2017     D    71667   (4) D $66.50   25000   D    
Common Stock   9/15/2017     D    25000   (5) D $66.50   0   D    
Common Stock   9/15/2017     U    105   (3) D $66.50   0   I   By 401(k) Plan  
Common Stock   9/15/2017     U    593886   (3) D $66.50   0   I   By Trust  
Common Stock   9/15/2017     U    2222   (3) D $66.50   0   I   By Spouse  

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)   (6) $38.65   9/15/2017     D         33334      (6) 12/18/2023   Common Stock   33334     (6) 0   D    
Stock Option (right to buy)   (6) $49.00   9/15/2017     D         100000      (6) 11/2/2026   Common Stock   100000     (6) 0   D    

Explanation of Responses:
(1)  The Wygod Family Revocable Living Trust, of which Mr. Wygod is a trustee, gifted 10,345 shares to Endeavor Therapeutic Horsemanship.
(2)  The Wygod Family Revocable Living Trust, of which Mr. Wygod is a trustee, gifted 58,621 Shares to The Rose Foundation, a private charitable foundation of which Mr. Wygod is a trustee.
(3)  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").
(4)  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 vested upon the completion of the Merger in accordance with its terms was converted into the right of the holder to receive an amount in cash equal to $66.50. Each restricted share held by the Reporting Person fully vested upon the completion of the Merger.
(5)  Pursuant to the Merger Agreement, each performance share that vested upon the completion of the Merger in accordance with its terms was converted into the right of the holder to receive an amount in cash equal to $66.50. Each performance share held by the Reporting Person fully vested (assuming achievement of maximum level of performance criteria) upon the completion of the Merger.
(6)  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 held by the Reporting Person fully accelerated upon the completion of the Merger. The Reporting Person no longer owns any securities issued by WebMD.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
WYGOD MARTIN J
C/O WEBMD HEALTH CORP.,
395 HUDSON STREET
NEW YORK, NY 10014 		X
Chairman of the Board

Signatures
/s/ Lewis H. Leicher, Attorney-in-Fact for Martin J. Wygod 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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