UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) ~~of the Securities Exchange Act of 1934~~

~~July 23,~~of ~~2017~~the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 15, 2017

WEBMD HEALTH CORP.

(Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~Specified in ~~its charter~~Charter)

Delaware	001-35337	20-2783228
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

395 Hudson Street

New York, New York 10014

(Address of principal executive offices, including zip code)

(212) 624-3700

(Registrant’s telephone number, including area code)

Not applicable

(Former name or address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ~~(see General Instruction A.2. below)~~:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 ~~CFR~~CRF 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in ~~as defined~~ in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards ~~provided~~ pursuant to Section 13(a) of the Exchange Act. ☐

~~Item~~Introductory 1Note.~~01 Entry into a Material Definitive Agreement.~~

OnAs previously disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on July 24 26, 2017, by WebMD Health Corp., a Delaware ~~corporation~~Corporation (~~the~~ “~~Company” or “~~WebMD”), WebMD entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated as of July 24, 2017, with MH Sub I, LLC, a Delaware limited liability company (“Parent”), and Diagnosis Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (the “Purchaser”). ~~Parent~~In ~~and~~accordance ~~Purchaser are affiliates of Internet Brands, a portfolio company of investment funds affiliated~~ with ~~Kohlberg~~the ~~Kravis~~Merger ~~Roberts & Co. L.P.~~ Agreement:

~~Pursuant~~· on August 7, 2017, Purchaser commenced a tender offer to acquire all of the ~~Merger~~issued ~~Agreement~~and outstanding shares of WebMD’s common stock, par value $0.01 per share (the “Shares”), at a purchase price of $66.50 per Share (the “Offer Price”), net to the seller in cash without interest and less any applicable withholding taxes required by applicable law, upon the terms and ~~subject~~conditions set forth in the offer to purchase, dated August 7, 2017 (together with any amendments or supplements thereto, the ~~conditions~~ ~~thereof:~~“Offer to Purchase”) and in the related letter of transmittal (together with any amendments or supplements thereto, which, together with the Offer to Purchase collectively constitute the “Offer”), filed as Exhibit (a)(1)(A) and Exhibit (a)(1)(B), respectively, to the Tender Offer Statement on Schedule TO filed on August 7, 2017 (as amended and supplemented from time to time); and

•· ~~Parent~~on ~~has~~September ~~agreed~~15, to2017, ~~cause Purchaser to commence a tender offer (~~the “Offer~~”),~~ noand ~~later~~the ~~than~~merger ~~ten~~contemplated ~~(10)~~by ~~business days after~~ the ~~date of the~~ Merger Agreement, ~~to purchase all of the outstanding shares of common stock of the Company, $0.01 par value per share~~ (the “~~Shares~~Merger”), atwere ~~a purchase price per Share of $66~~consummated.~~50 (the “Offer Price”), without interest, and subject to any required withholding of taxes; and~~

•Item As soon as practicable after the acceptance for payment of the Shares pursuant to the Offer and satisfaction or waiver of certain conditions set forth in the Merger Agreement, Purchaser will merge with and into the Company (the “Merger”), such merger to be effected under Section 251(h) of the Delaware General Corporation Law (the “DGCL”), with the Company being the surviving corporation (the “Surviving Company”)1.01 InEntry ~~the Merger, each Share that is not tendered and accepted pursuant to the Offer will be cancelled and converted~~ into ~~the~~a ~~right~~Material toDefinitive receive cash in an amount equal to the Offer Price, without interest (the “Merger Consideration”), other than Shares (i) held in the treasury of the Company or owned by any direct or indirect wholly-owned subsidiary of the Company, (ii) owned by Purchaser, Parent or any direct or indirect wholly-owned subsidiary of Parent immediately prior to the effective time of the Merger (the “Effective Time”), and (iii) held by stockholders who have properly exercised their appraisal rights under Delaware law.Agreement

~~The~~On ~~obligation~~September of15, ~~Purchaser~~2017, ~~to purchase Shares tendered~~ in ~~the~~connection ~~Offer~~with ~~is subject to certain closing conditions, including (i)~~ the ~~expiration~~ orcompletion ~~termination~~ of ~~any waiting period (and any extension thereof) under~~ the ~~Hart-Scott-Rodino Antitrust Improvements Act of 1976~~Merger, asWebMD ~~amended,~~ and ~~other~~The ~~applicable~~Bank ~~antitrust~~of ~~laws,~~New ~~(ii)~~York ~~there~~Mellon ~~having~~Trust ~~been validly tendered and not withdrawn the number of Shares that~~Company, ~~when~~N.A. ~~added to~~ (the ~~Shares~~“Trustee”) ~~already~~entered ~~owned~~into bya ~~Parent~~supplemental orindenture ~~its subsidiaries~~(each, ~~shall constitute~~ a ~~majority~~“Supplemental ofIndenture”) ~~the~~to ~~then~~each ~~outstanding Shares at the expiration~~ of the ~~Offer~~ (~~determined~~i) inIndenture, ~~accordance~~dated ~~with~~as ~~the terms~~ of ~~the~~January ~~Merger Agreement~~11, ~~which~~2011 ~~provides for the inclusion of certain additional Shares underlying equity awards and Convertible Securities~~ (~~as defined below) for which all~~ the ~~requirements~~“2011 ~~for the obtaining of Shares have been satisfied but excluding Shares held by the Company~~Indenture”), ~~(iii)~~between ~~the~~WebMD ~~completion~~and ~~of a specified marketing period for~~ the ~~debt~~Trustee ~~financing~~pursuant ~~Parent and Merger Sub are using~~ to ~~fund~~which aWebMD ~~portion~~issued ofits ~~the~~2.50% ~~aggregate~~Convertible ~~Offer~~Notes ~~Price~~due ~~and~~2018 ~~Merger Consideration~~ (the “~~Marketing~~2018 ~~Period~~Notes”), (ivii) ~~the absence~~Indenture, dated as of ~~any~~November ~~law~~26, ~~injunction~~2013, ~~judgment~~between orWebMD ~~other~~and ~~legal restraint that prohibits~~ the ~~consummation~~Trustee of (the ~~Offer~~“2013 ~~or the Merger, (v~~Indenture”) ~~the~~ ~~accuracy~~pursuant ofto ~~the~~which ~~Company’s~~WebMD ~~representations~~issued ~~and~~its ~~warranties~~1.50% ~~contained~~Convertible inNotes ~~the~~due ~~Merger~~2020 ~~Agreement~~ (~~subject to Material Adverse Effect (as defined in~~ the ~~Merger~~“2020 ~~Agreement~~Notes”) and ~~materiality qualifiers),~~ (viiii) ~~the~~Indenture, ~~Company’s~~dated ~~performance~~as of ~~its~~June ~~obligations~~1, ~~under~~2016, ~~the~~between ~~Merger~~WebMD ~~Agreement in all material respects~~ and ~~(vii)~~ the ~~absence,~~Trustee ~~since~~ (the ~~date~~“2016 ofIndenture” ~~the Merger Agreement~~and, oftogether ~~any~~with ~~circumstance,~~the ~~development,~~2011 ~~effect,~~Indenture ~~change,~~and ~~event~~2013 ~~or occurrence that~~Indenture, ~~individually or in~~ the ~~aggregate,~~“Indentures”) ~~has~~pursuant ~~had~~to orwhich ~~would~~WebMD ~~reasonably~~issued beits ~~expected~~2.625% toConvertible ~~have~~Notes adue ~~Material~~2023 ~~Adverse Effect~~ (~~as defined in~~ the ~~Merger~~“2023 ~~Agreement).~~Notes” ~~The consummation of the Merger is subject to certain customary closing conditions~~and, ~~including~~together ~~consummation~~with of the ~~Offer~~2018 Notes and the ~~absence~~2020 ~~of any law~~Notes, ~~injunction, judgment or other legal restraint that prohibits~~ the ~~consummation of the Merger~~“Notes”). ~~Neither the Offer nor the Merger is subject to a financing condition.~~

The ~~Company~~respective ~~has~~Supplemental ~~agreed~~Indentures toreflect ~~customary covenants, including the obligation to conduct the business of the Company and its subsidiaries in the ordinary course of business until the Effective Time or the date~~ that the Merger Agreement is terminated in accordance with its terms. The Company has agreed not to solicit, encourage or initiate discussions with third parties regarding alternative acquisition proposals and to certain restrictions on its ability to respond to any such proposal, subject to certain exceptions to allow for the fulfillment of the fiduciary duties of the Board of Directors of the Company (the “Company Board”). The Merger Agreement also includes customary termination provisions for both the Company and Parent and provides that, in connection with the termination of the Merger Agreement :

2· the right of the holders of the 2018 Notes to convert each $1,000 principal amount of 2018 Notes was changed to a right to convert such principal amount of 2018 Notes into cash in an amount equal to (a) $1,071.83 per $1,000 principal amount of 2018 Notes in the case of a holder that elects to convert its 2018 Notes during the period commencing 20 days prior to the anticipated effective date of the Merger and ending 20 days after the date that the Merger becomes effective (the “Make-Whole Fundamental Change Period”) and (b) $1,036.43 per $1,000 principal amount of 2018 Notes in the case of a holder that elects to convert its 2018 Notes after the Make-Whole Fundamental Change Period,

~~under~~· ~~specified~~the ~~circumstances,~~right of the ~~Company~~holders ~~will~~of bethe ~~required~~2020 Notes to ~~pay~~convert toeach ~~Parent~~$1,000 principal amount of 2020 Notes was changed to a ~~termination~~right ~~fee~~to convert such principal amount of 2020 Notes into cash in an amount equal to (a) $~~75 million~~1,396.13 ~~The~~per ~~Merger~~$1,000 ~~Agreement~~principal ~~also~~amount ~~provides~~of ~~that~~2020 ~~Parent~~Notes ~~will~~in bethe ~~required~~case toof ~~pay~~a holder that elects to convert its 2020 Notes during the ~~Company~~ aMake-Whole ~~reverse~~Fundamental ~~termination~~Change ~~fee~~Period ofand (b) $~~175 million~~1,268.12 ~~under~~per ~~certain~~$1,000 ~~circumstances~~principal ~~specified~~amount of 2020 Notes in the ~~Merger~~case ~~Agreement.~~of a holder that elects to convert its 2020 Notes after the Make-Whole Fundamental Change Period and

~~Each~~· ~~option~~the ~~(each, a~~right ~~“Company~~of ~~Stock Option”) to acquire Shares granted under a Company equity plan that is outstanding and unexercised immediately prior to~~ the ~~Effective~~holders ~~Time,~~of ~~and for which~~ the ~~Merger~~2023 ~~Consideration~~Notes ~~is equal~~ to orconvert ~~less~~each ~~than the exercise price of such Company Stock Option~~$1,000 ~~will~~principal beamount ~~automatically cancelled as~~ of ~~the~~2023 ~~Effective~~Notes ~~Time~~was ~~for~~changed noto ~~consideration. Each Company Stock Option granted under~~ a ~~Company~~right ~~equity plan that is outstanding, vested and exercisable immediately prior~~ to ~~the~~convert ~~Effective Time, and for which the Merger Consideration exceeds the exercise price of~~ such ~~Company~~principal ~~Stock~~amount ~~Option, will be automatically cancelled as~~ of ~~the~~2023 ~~Effective~~Notes ~~Time,~~into and in consideration of such cancellation, the holder thereof will be entitled to receive immediately after the Effective Time, but in no event later than five (5) calendar days after the Effective Time, a cash ~~payment~~ in an amount equal to ~~the excess of the Merger Consideration over the exercise price of each such Company Stock Option multiplied by the aggregate number of Shares issuable upon exercise of such Company Stock Option~~$767.34 ~~Each~~per ~~other~~$1,000 ~~Company~~principal ~~Stock~~amount ~~Option granted under a Company equity plan that is outstanding immediately prior to the Effective Time will be converted into the right~~ of ~~the~~2023 holder to receive a cash payment equal to the excess of the Merger Consideration over the exercise price of each such Company Stock Option multiplied by the aggregate number of Shares subject to such Company Stock Option that would have vested on each applicable vesting dateNotes, ~~which will become payable on the first payroll date following each such applicable vesting date.~~

~~Each~~which ~~restricted share~~amount, ~~performance~~in ~~share,~~each ~~and~~case ~~restricted~~described ~~stock~~above, ~~unit~~equals ~~granted~~the ~~under~~consideration that a ~~Company~~holder ~~equity~~of ~~plan~~a ~~that~~number isof ~~outstanding~~Shares ~~and~~equal ~~unvested immediately prior~~ to the ~~Effective~~applicable ~~Time~~conversion ~~will~~rate bewould ~~converted~~have ~~into~~been ~~the~~entitled ~~right of the holder~~ to receive ain ~~cash payment equal to~~ the ~~product of the~~ Merger ~~Consideration and the number of Shares underlying each such unvested restricted share~~, ~~performance share,~~based ~~or restricted stock unit, as applicable, which will become payable~~ on the ~~first~~merger ~~payroll~~consideration ~~date immediately following each applicable vesting date~~ of ~~the~~$66.50 ~~award~~per ~~(with performance shares being deemed earned assuming maximum achievement of all performance milestones)~~Share.

~~Parent~~The ~~has~~foregoing ~~obtained~~description ~~equity~~of ~~financing~~the ~~commitments~~Supplemental ~~pursuant~~Indentures todoes ~~the~~not ~~equity~~purport ~~commitment~~to ~~letter~~be ~~described~~complete ~~below~~ and ~~Parent~~ ~~and~~is ~~Micro~~subject ~~Holding Corp.~~to, aand ~~Delaware~~qualified ~~corporation,~~in ~~have~~its ~~obtained~~entirety ~~debt~~by ~~financing~~reference ~~commitments~~to, ~~for~~ the ~~Transactions~~full ~~(collectively,~~text of the ~~“Financing”)~~Supplemental Indentures, ~~the~~copies ~~proceeds~~ of which are attached as Exhibits 4.1, ~~together~~4.2 ~~with~~and ~~cash~~4.3 to this Current Report on ~~hand~~Form of8-K ~~the~~and ~~Company~~are atincorporated herein by reference. In addition, the ~~Closing (after~~information ~~netting~~contained ~~out~~in ~~applicable~~Item ~~fees~~2.04 of this Current Report and ~~expenses),~~the ~~will~~press berelease filed ~~sufficient~~as atExhibit ~~the~~99.2 ~~Closing~~hereto ~~for:~~are incorporated by reference into this Item 1.01.

•Item ~~Purchaser~~2.01. ~~and~~Completion ~~the~~of ~~Surviving~~Acquisition ~~Company~~or toDisposition ~~pay~~of ~~the aggregate Offer Price and the aggregate Merger Consideration;~~Assets.

•The ~~any~~Offer ~~prepayment~~and all withdrawal rights thereunder expired at 5:00 p.m., ~~repayment~~New York City time, ~~refinancing~~on orSeptember ~~conversion~~14, 2017. American Stock Transfer & Trust Co., LLC, as the Depositary and Paying Agent (the “Depositary and Paying Agent”), advised that, as of ~~debt~~the ~~contemplated~~Expiration byDate, a total of 30,583,187 Shares had been validly tendered into and not withdrawn from the ~~Merger~~Offer ~~Agreement~~(not including 2,392,131 Shares tendered by Notice of Guaranteed Delivery), representing approximately 78.69% of the then issued and outstanding Shares (including inrestricted ~~respect~~shares) of WebMD. The number of Shares tendered satisfied the ~~Convertible~~Minimum ~~Securities~~Condition (as ~~described~~defined ~~below~~in the Merger Agreement and the Offer);. All Offer Conditions having been satisfied or waived, the Purchaser accepted for payment all Shares validly tendered into and not withdrawn from the Offer and payment for such Shares was made to the Depositary and Paying Agent on September 15, 2017.

•As ~~amounts~~a ~~payable~~result inof ~~respect~~its acceptance of ~~Company~~the ~~equity~~Shares ~~awards~~tendered into the Offer, the Purchaser acquired sufficient Shares to consummate the Merger pursuant to Section 251(h) of the Delaware General Corporation Law of the State of Delaware (“DCGL”) without a vote or any further action by the stockholders of WebMD. Accordingly, on September 15, 2017, pursuant to the terms of the Merger Agreement and Section 251(h) of the DCGL, the Merger was consummated by Purchaser being merged with and into WebMD, with WebMD surviving as ~~described~~a ~~above;~~wholly-owned subsidiary of Parent. Each Share issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (other than Shares held in the treasury of WebMD or owned by any direct or indirect wholly-owned subsidiary of WebMD and Shares owned by Parent, the Purchaser or any direct or indirect wholly-owned subsidiary of Parent, or by any stockholders of WebMD who have properly exercised their appraisal rights under Section 262 of the DGCL) was cancelled and converted into the right to receive an amount in cash equal to the Offer Price, without interest and less any applicable withholding taxes.

•Pursuant ~~any~~to ~~fees~~the Merger Agreement, each option granted under a Company equity plan that was outstanding, vested and ~~expenses~~exercisable immediately prior to the Effective Time, and for which the Offer Price exceeded the exercise price of orsuch ~~payable~~option, bywas ~~Parent~~automatically orcancelled ~~Purchaser~~as of the Effective Time, and in ~~connection~~consideration ~~with~~of such cancellation, the ~~Transactions~~holder thereof is entitled to receive immediately after the Effective Time, but in no event later than five (5) calendar days after the Effective Time, a cash payment in an amount equal to the excess of the Offer Price over the exercise price of each such option multiplied by the aggregate number of Shares issuable upon exercise of such option. Each other option granted under a Company equity plan that was outstanding immediately prior to the Effective Time was converted into the right of the holder to receive a cash payment equal, subject to the same vesting and acceleration terms and conditions, to the ~~Financing~~excess of the Offer Price over the exercise price of each such option multiplied by the aggregate number of Shares subject to such option that would have vested on each applicable vesting date, which will become payable on the first payroll date following each such applicable vesting date.

~~KKR~~Pursuant ~~North~~to ~~America~~the ~~Fund~~Merger XIAgreement, ~~L.P.~~each ~~has~~restricted ~~(i) committed~~stock, toperformance-based ~~capitalize~~restricted ~~Parent,~~share atand orrestricted stock unit granted under a Company equity plan that was outstanding and vested immediately prior to the ~~closing~~Effective Time, was automatically cancelled as of the ~~Merger~~Effective Time, ~~with~~and anin ~~aggregate~~consideration ~~equity contribution~~of such cancellation, the holder thereof is entitled to receive immediately after the Effective Time, but in no event later than five (5) calendar days after the Effective Time, a cash payment in an amount equal to the Offer Price multiplied by the aggregate number of $1Shares subject to such restricted stock,~~100~~ performance-based restricted share (assuming maximum performance of performance criteria) or restricted stock unit. Each other restricted stock,~~000,000~~ onperformance-based ~~the~~restricted ~~terms~~share and ~~subject~~restricted stock unit granted under a Company equity plan that was outstanding immediately prior to the ~~conditions~~Effective ~~set~~Time ~~forth~~was inconverted aninto ~~equity~~the ~~commitment~~right ~~letter~~of ~~dated~~the ~~July 24~~holder to receive a cash payment, ~~2017~~subject to the same vesting and acceleration terms and conditions (~~ii)~~ provided that the ~~Company~~performance ~~with~~vesting acriteria ~~guarantee~~will inno ~~favor~~longer ofapply to the ~~Company~~performance-share ~~dated~~restricted ~~July 24~~cash), ~~2017,~~ ~~guaranteeing~~equal to the ~~payment~~Offer ofPrice multiplied by the ~~Parent~~aggregate ~~Termination~~number ~~Fee~~of ~~pursuant~~Shares subject to ~~the~~such ~~terms~~restricted stock, performance-based restricted share (assuming maximum performance of performance criteria) or restricted stock unit that would have vested on each applicable vesting date, which will become payable on the first payroll date following each such ~~guarantee.~~applicable vesting date.

~~Prior~~The aggregate purchase price paid to ~~Purchaser~~WebMD’s ~~accepting~~stockholders ~~for payment~~in ~~all~~the ~~Shares~~Offer ~~validly~~and ~~tendered~~the Merger was approximately $2.54 billion. The aggregate purchase price and ~~not~~related ~~withdrawn~~fees ~~pursuant~~and toexpenses ~~the~~were ~~Offer,~~funded ~~the~~by ~~Company~~proceeds ~~Board~~from ~~may~~debt financing, ~~among~~as ~~other~~well ~~things,~~as ~~subject~~by toan ~~compliance~~equity contribution from investment funds affiliated with ~~the~~Kohlberg ~~terms~~Kravis ofRoberts & Co. L.P. (the ~~Merger~~“KKR ~~Agreement:~~Funds”) and certain other investors.

•The ~~(A)~~foregoing ~~change~~summary ~~its~~description ~~recommendation~~of ~~that~~ the ~~Company’s stockholders accept the Offer and tender their Shares pursuant to the Offer or (B) terminate the~~ Merger Agreement toand ~~enter~~related ~~into~~transactions adoes ~~definitive~~not ~~acquisition~~purport ~~agreement providing for a Superior Proposal (as defined below), subject~~ to ~~complying~~be ~~with~~complete ~~notice~~ and ~~other~~is ~~specified~~qualified ~~conditions, including providing Parent with a four (4) business day period (subject to an additional three (3) business day period~~ in ~~the~~its ~~event~~entirety ofby ~~material~~reference ~~changes in respect of a Superior Proposal), during which time the Company will negotiate in good faith with Parent~~ to ~~enable Parent to effect revisions to~~ the terms ~~and conditions~~ of the Merger Agreement, ~~that~~which ~~would~~is ~~cause~~filed ~~such~~as ~~Superior~~Exhibit ~~Proposal~~2.1 tohereto noand ~~longer~~is ~~constitute~~incorporated aherein ~~Superior~~by ~~Proposal; or~~reference.

3Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

•In ~~change~~connection ~~its~~with ~~recommendation that~~ the ~~Company’s~~completion ~~stockholders~~of ~~accept~~ the ~~Offer~~Merger, ~~and~~on ~~tender~~September ~~their~~15, ~~Shares~~2017, ~~pursuant~~WebMD toprovided ana ~~Offer~~notice ifof ana ~~Intervening~~fundamental ~~Event~~change/change (of control as defined in the ~~Merger~~Indentures ~~Agreement)~~and ~~occurs~~an ~~after~~offer ~~the Effective Time, subject~~ to ~~complying~~repurchase ~~with~~all ~~notice~~of ~~and other specified conditions, including providing Parent with a four (4) business day period during which time~~ the Company’s ~~will~~outstanding ~~negotiate~~Notes inunder ~~good~~such ~~faith~~Indenture. ~~with~~Any ~~Parent~~Notes toproperly ~~enable~~tendered ~~Parent~~pursuant to ~~effect~~such ~~revisions~~offer to ~~the~~purchase ~~terms~~shall ~~and~~be ~~conditions~~purchased ofon ~~the~~October ~~Merger~~27, ~~Agreement~~2017 ~~that~~(the ~~would~~“Repurchase ~~cause~~Date”) ~~the~~at ~~Company~~a ~~Board~~redemption toprice noof ~~longer~~100% ~~believe~~of ~~that~~ the ~~failure~~principal toamount ~~make~~thereof, aplus ~~change~~accrued ofand ~~recommendation~~unpaid ~~would~~interest ~~reasonably~~thereon ~~be expected~~ to, bebut ~~inconsistent~~not ~~with~~including, ~~its~~the ~~fiduciary~~Repurchase ~~duties under applicable law~~Date.

AWebMD ~~“Superior~~issued ~~Proposal” is~~ a ~~bona~~press ~~fide~~release ~~written~~on ~~acquisition~~September ~~proposal relating to more than 50% of the outstanding Shares~~15, ~~voting power or assets of the Company and its subsidiaries~~2017, ~~taken~~announcing ~~as a whole, that~~ the ~~Board~~fundamental ~~determines~~change in/ ~~good~~change ~~faith~~of ~~(after~~control. ~~consultation~~A ~~with~~copy ~~its outside counsel and financial advisor), taking into account all legal, timing, regulatory, financial (including financing terms) and other aspects~~ of ~~such~~this ~~proposal~~press ~~(1)~~release is ~~would~~filed ~~result~~as inExhibit a99.2 ~~transaction~~hereto ~~more favorable to the Company’s stockholders from a financial point of view than the Offer~~ and ~~the~~incorporated ~~Merger~~by ~~and~~reference ~~(2) is~~into ~~reasonably capable~~this ofItem ~~being consummated~~2. 04.

~~The~~Item ~~Merger Agreement includes customary representations, warranties and covenants of the Company made solely for the benefit of Parent and Purchaser~~3. The assertions embodied in those representations and warranties were made solely for purposes of allocating risk among the Company, Purchaser and Parent rather than establishing matters of fact and may be subject to important qualifications and limitations agreed to by the Company, Purchaser and Parent in connection with the negotiated terms01. ~~Moreover,~~Notice ~~some~~ of ~~those~~Delisting ~~representations and warranties may not be accurate~~ or ~~complete~~Failure ~~as of any specified date, may be subject~~ to Satisfy a ~~contractual~~Continuing ~~standard~~Listing ofRule ~~materiality different from those generally applicable to the Company’s SEC filings~~ or ~~may~~Standard; ~~have~~Transfer ~~been used for purposes~~ of ~~allocating risk among the Company, Purchaser and Parent rather than establishing matters as facts~~Listing. Investors should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts of the Company or any of its subsidiaries or affiliates.

IfOn ~~the~~September ~~Merger~~15, ~~is consummated~~2017, in connection with the ~~Company’s~~consummation ~~common~~of ~~stock~~the ~~will~~Offer beand ~~delisted~~the ~~from~~Merger, WebMD notified the ~~Nasdaq~~NASDAQ Global Select Market (“Nasdaq”) of the consummation of the Merger and ~~deregistered~~requested that Nasdaq suspend trading of the Shares effective at the close of business on September 15, 2017, and file with the SEC a Form 25 Notification of Removal from Listing and/or Registration to delist and deregister the Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Nasdaq filed the Form 25 with the SEC on September 15, 2017. WebMD intends to file with the SEC a Form 15 requesting that the Shares be deregistered and that WebMD’s reporting obligations under Section 13 and 15(d) of the Exchange Act be suspended.

~~This~~Item summary of the principal terms of the Merger Agreement and the copy of the Merger Agreement filed as an exhibit to this report are intended to provide information regarding the terms of the Merger Agreement and are not intended to modify or supplement any factual disclosures about the Company in its public reports filed with the U3.S03. ~~Securities~~Material ~~and~~Modification ~~Exchange Commission (the “SEC”). In particular, the Merger Agreement and related summary are not intended~~ to ~~be,~~Rights ~~and~~of ~~should~~Security ~~not be relied upon as, disclosures regarding any facts and circumstances relating to the Company~~Holders.

The ~~foregoing~~information ~~description~~contained ofin the ~~Merger~~Introductory ~~Agreement~~Note ~~does~~and ~~not~~Items ~~purport~~1.01, to2.01, be3.01 ~~complete~~ and is5.03 ~~qualified in its entirety by reference to the full text~~ of ~~the~~this ~~Merger~~Current ~~Agreement,~~Report ~~which~~on isForm ~~filed~~8-K ~~as Exhibit 2.1 hereto and~~ is incorporated ~~herein~~ by reference. into this Item 3.03.

Item 5.0301. ~~Amendments~~Change toin ~~Articles~~Control of ~~Incorporation or By-laws; Changes in Fiscal Year~~Registrant.

OnThe ~~July 23,~~information ~~2017,~~contained in the ~~Board~~Introductory ofNote ~~Directors~~and ofItems ~~the~~2.01, ~~Company~~5.02 ~~amended the Amended~~ and ~~Restated~~5.03 ~~By-laws~~ of ~~the~~this ~~Company~~Current ~~(the~~Report ~~“By~~on Form 8-~~laws”),~~K ~~effective~~is ~~immediately~~incorporated ~~upon~~by ~~such~~reference ~~approval.~~into this Item 5.01.

~~The~~As ~~By-laws~~a ~~were~~result ~~amended~~of bythe ~~adding~~Merger, a ~~new~~change ~~Section 7.6~~in ~~entitled~~control ~~“Forum for Adjudication~~ of ~~Disputes”~~WebMD ~~that requires that~~occurred, ~~unless~~and ~~the~~WebMD ~~Company~~is ~~consents~~now ina ~~writing~~wholly toowned ~~the~~subsidiary ~~selection~~ of anParent. ~~alternative~~Parent ~~forum,~~is ~~the sole~~affiliated with, and ~~exclusive~~controlled ~~forum~~by, ~~for any of~~ the ~~following~~KKR ~~actions~~ Funds.

4Item 5.02. Departure of Directors or Certain Officers: Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

shall be the Court of Chancery of the State of Delaware and any state appellate court therefrom within the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware): Directors

•In ~~any~~connection ~~derivative~~with ~~action~~the orconsummation ~~proceeding~~of ~~brought~~the onMerger, ~~behalf~~as contemplated by the Merger Agreement, Martin J. Wygod, Steven L. Zatz, M.D., Mark J. Adler, M.D., Ian G. Banwell, Neil F. Dimick, James V. Manning, William J. Marino, Joseph E. Smith, Stanley S. Trotman, Jr., and Kristiina Vuori, M.D., Ph.D., are no longer members of the ~~corporation;~~board of directors of WebMD, effective as of the Effective Time.

•Following ~~any~~consummation ~~action~~of ~~asserting~~the aMerger, ~~claim~~the offollowing ~~breach~~persons, who were members of athe ~~fiduciary~~board ~~duty~~of ~~owed~~directors byof ~~any~~Merger ~~director~~Sub, ~~officer,~~became ~~other~~the ~~employee~~new ormembers ~~stockholder~~to of the ~~corporation~~board toof ~~the~~directors ~~corporation~~of orWebMD: ~~the~~Robert ~~corporation’s~~N. ~~stockholders;~~Brisco.

•Item ~~any~~5.03. ~~action~~Amendment ~~asserting a claim arising pursuant~~ to ~~any~~Articles ~~provision~~ of ~~the~~Incorporation ~~DGCL~~ or ~~as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware; and~~Bylaws.

•Pursuant ~~any~~to ~~action~~the ~~asserting~~terms aof ~~claim~~the ~~governed~~Merger byAgreement, the ~~internal~~certificate ~~affairs~~of ~~doctrine~~incorporation and bylaws of WebMD were amended and restated in their entirety, effective as of the Effective Time. Copies of WebMD’s amended and restated certificate of incorporation and amended and restated bylaws are included as Exhibits 3.1 and 3.2 hereto, respectively.

The foregoing description of the By-laws is qualified in all respects by reference to the text of the By-laws, as amended and restated to reflect the change described above, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K, which is incorporated into this Item 5.03 by reference.

Item 7.01. Regulation FD Disclosure.

In connection with the announcement of the entry into the Merger Agreement, the Company intends to issue a notice to the registered holders of, and the trustee for, its 1.50% Convertible Notes due 2020 (the “1.50% Convertible Notes”), 2.50% Convertible Notes due 2018 (the “2.50% Convertible Notes”) and 2.625% Convertible Notes due 2023 (the “2.625% Convertible Notes” and together with the 1.50% Convertible Notes and the 2.50% Convertible Notes, the “Convertible Securities”) pursuant to the requirements of each of the indentures (as amended and supplemented) governing the Convertible Securities (collectively, the “Indentures” and each an “Indenture”), notifying the holders of, among other items:

• the entry into the Merger Agreement; and

• the anticipated date of the expected “Fundamental Change” and “Make-Whole Fundamental Change,” as such terms are defined in the Indentures governing the 1.50% Convertible Notes and the 2.625% Convertible Notes, and of the expected “Change in Control” and a “Make Whole Change of Control,” as such terms are defined in the Indenture governing the 2.50% Convertible Notes, as a result of the consummation of the Offer.

Item 8.01. Other Events.

On July 24, 2017, the Company and Internet Brands issued a joint press release announcing the entry into the Merger Agreement, a copy of which is filed as Exhibit 99.1 hereto and incorporated herein by reference.

Notice to Investors

This Current Report on Form 8-K is being filed in accordance with the requirements of the Exchange Act and is neither a recommendation, an offer to purchase nor a solicitation of an offer to sell any securities of the Company. The tender offer for the outstanding common stock of the Company referred to in this Current Report on Form 8-K has not yet commenced. Any offers to purchase or solicitation of offers to sell will be made only pursuant to the tender offer statement (including the offer to purchase, the letter of transmittal and other documents relating to the tender offer) which will be filed on Schedule TO by Purchaser with the SEC, and soon thereafter the Company will file a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer. The Company’s stockholders are advised to read these documents and any other documents relating to the tender offer that will be filed with the SEC carefully and in their entirety because they contain important information, including the various terms of, and conditions to, the tender offer. The offer to purchase, the related letter of transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, will be made available to all stockholders of WebMD at no expense to them. The Company’s stockholders may obtain copies of these documents for free at the SEC’s website at www.sec.gov or by contacting Investor Relations at WebMD, 395 Hudson Street, 3rd Floor, New York, NY 10014; telephone number (212) 624-3700.

Forward-Looking Statements

Certain statements in this Current Report on Form 8-K may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements relate to a variety of matters, including but not limited to, the timing and anticipated completion of the Offer and the proposed Merger, and other statements that are not purely statements of historical fact. These forward-looking statements are made on the basis of the current beliefs, expectations and assumptions of the management of WebMD, and are subject to significant risks and uncertainties. These risks and uncertainties include, without limitation, risks and uncertainties related to: whether the proposed transaction will close; the timing of the closing of the proposed transaction; the outcome of the regulatory reviews of the proposed transaction; the ability of the parties to complete the proposed transaction; the ability of the parties to meet other closing conditions; how many WebMD stockholders tender their shares in the proposed transaction; the outcome of legal proceedings that may be instituted against WebMD and/or others related to the proposed transaction; unexpected costs or unexpected liabilities that may result from the proposed transaction, whether or not consummated; the possibility that competing offers will be made; effects of disruption from the proposed transaction making it more difficult to maintain relationships with employees, customers and other business partners; and regulatory submissions. Investors are cautioned not to place undue reliance on any such forward-looking statements. All such forward-looking statements speak only as of the date they are made. Except as required by law or regulation, WebMD undertakes no obligation to update or revise any forward-looking statements to reflect subsequent events, circumstances or otherwise.

Investors are cautioned not to place undue reliance on any such forward-looking statements. All such forward-looking statements speak only as of the date they are made. Except as required by law or regulation, WebMD undertakes no obligation to update or revise any forward-looking statements to reflect subsequent events, circumstances or otherwise. Forward-looking statements are subject to a number of risks and uncertainties, including without limitation, those described in Part I, Item 1A. “Risk Factors” in WebMD’s Annual Report on Form 10-K filed with the SEC. WebMD may update risk factors from time to time in Part II, Item 1A. “Risk Factors” in Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, or other filings with the SEC.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. ~~The following exhibits are filed herewith:~~

ExhibitNo.		Description
Exhibit No.		Description
2.1*		Agreement and Plan of Merger by and among MH Sub I, LLC, Diagnosis Merger Sub, Inc. and WebMD Health Corp., dated as of July 24, 2017.
2.1		Agreement and Plan of Merger, dated as of July 24, 2017, by and among WebMD, the Purchaser and Parent (incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K filed by WebMD with the Securities and Exchange Commission on July 26, 2017).
3.1		Amended and Restated ~~By-laws~~Certificate of Incorporation of WebMD Health Corp.~~, effective July 23, 2017.~~
99.1		Joint Press Release issued by WebMD and Internet Brands, dated July 24, 2017.
3.2		Amended and Restated Bylaws of WebMD Health Corp.
4.1		First Supplemental Indenture, dated as of September 15, 2017, between WebMD and The Bank of New York Mellon Trust Company, N.A., relating to the 2018 Notes.
4.2		First Supplemental Indenture, dated as of September 15, 2017, between WebMD and The Bank of New York Mellon Trust Company, N.A., relating to the 2020 Notes.
4.3		First Supplemental Indenture, dated as of September 15, 2017, between WebMD and The Bank of New York Mellon Trust Company, N.A., relating to the 2023 Notes.
99.1		Joint Press Release, dated September 15, 2017 (incorporated by reference to Exhibit (a)(1)(J) to Amendment No. 7 to the Schedule TO filed with the SEC on September 15, 2017).
99.2		Press Release, dated September 15, 2017.

* The schedules to the Merger Agreement have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. The Company will furnish copies of any such schedules to the U.S. Securities and Exchange Commission upon request.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	WEBMD HEALTH CORP.
Dated: July 26, 2017	By:	/s/ Lewis H. Leicher
		Lewis H. Leicher Senior Vice President

EXHIBIT INDEX

ExhibitNo.		Description
Exhibit No.		Description
2.1*		Agreement and Plan of Merger by and among MH Sub I, LLC, Diagnosis Merger Sub, Inc. and WebMD Health Corp., dated as of July 24, 2017.
2.1		Agreement and Plan of Merger, dated as of July 24, 2017, by and among WebMD, the Purchaser and Parent (incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K filed by WebMD with the Securities and Exchange Commission on July 26, 2017).
3.1		Amended and Restated ~~By-laws~~Certificate of Incorporation of WebMD Health Corp~~, effective July 23, 2017~~.
99.1		Joint Press Release issued by WebMD and Internet Brands, dated July 24, 2017.
3.2		Amended and Restated Bylaws of WebMD Health Corp.
4.1		First Supplemental Indenture, dated as of September 15, 2017, between WebMD and The Bank of New York Mellon Trust Company, N.A., relating to the 2018 Notes.
4.2		First Supplemental Indenture, dated as of September 15, 2017, between WebMD and The Bank of New York Mellon Trust Company, N.A., relating to the 2020 Notes.
4.3		First Supplemental Indenture to the Indenture, dated as of September 15, 2017, between WebMD and The Bank of New York Mellon Trust Company, N.A., relating to the 2023 Notes.
99.1		Joint Press Release, dated September 15, 2017 (incorporated by reference to Exhibit (a)(1)(J) to Amendment No. 7 to the Schedule TO filed with the SEC on September 15, 2017).
99.2		Press Release, dated September 15, 2017.

* Schedules omitted pursuant to item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request.SIGNATURES

8Pursuant to the requirements of the Securities Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	WEBMD HEALTH CORP.

	By	/s/ Lewis H. Leicher
	Name:	Lewis H. Leicher
	Title:	Senior Vice President
	Date:	September 15, 2017

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