0000904454-11-000564.txt : 20111107 0000904454-11-000564.hdr.sgml : 20111107 20111107171419 ACCESSION NUMBER: 0000904454-11-000564 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20111103 FILED AS OF DATE: 20111107 DATE AS OF CHANGE: 20111107 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Coleman Thomas Jason CENTRAL INDEX KEY: 0001443559 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35337 FILM NUMBER: 111185442 MAIL ADDRESS: STREET 1: C/O KENSICO CAPITAL MANAGEMENT STREET 2: 55 RAILROAD AVENUE, 2ND FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Lowenstein Michael Bernard CENTRAL INDEX KEY: 0001443560 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35337 FILM NUMBER: 111185443 MAIL ADDRESS: STREET 1: C/O KENSICO CAPITAL MANAGEMENT STREET 2: 55 RAILROAD AVENUE, 2ND FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: WebMD Health Corp. CENTRAL INDEX KEY: 0001326583 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 202783228 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 111 EIGHTH AVE. CITY: NEW YORK STATE: NY ZIP: 10011 BUSINESS PHONE: 212-624-3700 MAIL ADDRESS: STREET 1: 111 EIGHTH AVE. CITY: NEW YORK STATE: NY ZIP: 10011 FORMER COMPANY: FORMER CONFORMED NAME: WebMD Health Holdings, Inc. DATE OF NAME CHANGE: 20050510 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KENSICO CAPITAL MANAGEMENT CORP CENTRAL INDEX KEY: 0001113000 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35337 FILM NUMBER: 111185449 BUSINESS ADDRESS: STREET 1: 55 RAILROAD AVENUE STREET 2: 2ND FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-862-5800 MAIL ADDRESS: STREET 1: 55 RAILROAD AVENUE STREET 2: 2ND FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kensico Associates LP CENTRAL INDEX KEY: 0001406639 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35337 FILM NUMBER: 111185448 BUSINESS ADDRESS: STREET 1: 55 Railrod Ave CITY: Greenwich STATE: CT ZIP: 06830 BUSINESS PHONE: 203-862-5800 MAIL ADDRESS: STREET 1: 55 Railrod Ave CITY: Greenwich STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kensico Partners, L.P. CENTRAL INDEX KEY: 0001442776 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35337 FILM NUMBER: 111185447 BUSINESS ADDRESS: STREET 1: C/O KENSICO CAPITAL MANAGEMENT STREET 2: 55 RAILROAD AVENUE, 2ND FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-862-5800 MAIL ADDRESS: STREET 1: C/O KENSICO CAPITAL MANAGEMENT STREET 2: 55 RAILROAD AVENUE, 2ND FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kensico Capital, LLC CENTRAL INDEX KEY: 0001442779 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35337 FILM NUMBER: 111185444 BUSINESS ADDRESS: STREET 1: C/O KENSICO CAPITAL MANAGEMENT STREET 2: 55 RAILROAD AVENUE, 2ND FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-862-5800 MAIL ADDRESS: STREET 1: C/O KENSICO CAPITAL MANAGEMENT STREET 2: 55 RAILROAD AVENUE, 2ND FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kensico Offshore Fund II Master Ltd. CENTRAL INDEX KEY: 0001442782 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35337 FILM NUMBER: 111185445 BUSINESS ADDRESS: STREET 1: C/O KENSICO CAPITAL MANAGEMENT STREET 2: 55 RAILROAD AVENUE, 2ND FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-862-5800 MAIL ADDRESS: STREET 1: C/O KENSICO CAPITAL MANAGEMENT STREET 2: 55 RAILROAD AVENUE, 2ND FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kensico Offshore Fund Master, Ltd. CENTRAL INDEX KEY: 0001452447 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35337 FILM NUMBER: 111185446 BUSINESS ADDRESS: STREET 1: C/O KENSICO CAPITAL MANAGEMENT STREET 2: 55 RAILROAD AVENUE, 2ND FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-862-5800 MAIL ADDRESS: STREET 1: C/O KENSICO CAPITAL MANAGEMENT STREET 2: 55 RAILROAD AVENUE, 2ND FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 3 1 edgar.xml PRIMARY DOCUMENT X0204 3 2011-11-03 0 0001326583 WebMD Health Corp. WBMD 0001113000 KENSICO CAPITAL MANAGEMENT CORP 55 RAILROAD AVENUE, 2ND FLOOR GREENWICH CT 06830 0 0 1 0 0001406639 Kensico Associates LP C/O KENSICO CAPITAL MANAGEMENT 55 RAILROAD AVENUE, 2ND FLOOR GREENWICH CT 06830 0 0 1 0 0001442776 Kensico Partners, L.P. C/O KENSICO CAPITAL MANAGEMENT 55 RAILROAD AVENUE, 2ND FLOOR GREENWICH CT 06830 0 0 1 0 0001452447 Kensico Offshore Fund Master, Ltd. C/O KENSICO CAPITAL MANAGEMENT 55 RAILROAD AVENUE, 2ND FLOOR GREENWICH CT 06830 0 0 1 0 0001442782 Kensico Offshore Fund II Master Ltd. C/O KENSICO CAPITAL MANAGEMENT 55 RAILROAD AVENUE, 2ND FLOOR GREENWICH CT 06830 0 0 1 0 0001442779 Kensico Capital, LLC C/O KENSICO CAPITAL MANAGEMENT 55 RAILROAD AVENUE, 2ND FLOOR GREENWICH CT 06830 0 0 1 0 0001443560 Lowenstein Michael Bernard C/O KENSICO CAPITAL MANAGEMENT 55 RAILROAD AVENUE, 2ND FLOOR GREENWICH CT 06830 0 0 1 0 0001443559 Coleman Thomas Jason C/O KENSICO CAPITAL MANAGEMENT 55 RAILROAD AVENUE, 2ND FLOOR GREENWICH CT 06830 0 0 1 0 Common Stock 6577901 I By Funds named in Footnotes Consists of (i) 2,307,090 shares of Common Stock directly held by Kensico Associates, L.P. ("KA"), (ii) 1,895,134 shares of Common Stock directly held by Kensico Offshore Fund Master, Ltd. ("KO"), (iii) 1,516,900 shares of Common Stock directly held by Kensico Partners, L.P. ("KP") and (iv) 858,777 shares of Common Stock directly held by Kensico Offshore Fund II Master, Ltd. ("KO II"). The securities reported as directly beneficially owned by KA, KO, KP and KO II may be deemed to be indirectly beneficially owned by Kensico Capital Management Corp., which is the investment manager of each such entity and has voting and investment control over the securities held by each such entity. The securities reported as directly beneficially owned by KA and KP may also be deemed to be indirectly beneficially owned by Kensico Capital, L.L.C., which is the sole general partner of KA and KP. Thomas J. Coleman and Michael B. Lowenstein are the controlling shareholders of Kensico Capital Management Corp. and managing members of Kensico Capital, L.L.C., and may therefore also be deemed to indirectly beneficially own the securities directly beneficially owned by KO, KO II, KA and KP. Pursuant to Instruction 5(b)(iv) of Form 3, Kensico Capital Management Corp., Kensico Capital, L.L.C., Thomas J. Coleman and Michael B. Lowenstein have elected to report as indirectly beneficially owned the entire number of securities owned by KO, KO II, KA and KP, but each of them disclaims beneficial ownership of any securities, and any proceeds thereof, that exceed its or his pecuniary interest therein and/or that are not actually distributed to it or him. /s/ Michael B. Lowenstein, Director of Kensico Capital Management Corp., LLC 2011-11-07 /s/ Michael B. Lowenstein, Managing Member of Kensico Capital, L.L.C., General Partner of Kensico Associates, L.P. 2011-11-07 /s/ Michael B. Lowenstein, Managing Member of Kensico Capital, L.L.C., General Partner of Kensico Partners, L.P. 2011-11-07 /s/ Michael B. Lowenstein, Director of Kensico Capital Management Corp., Investment Manager of Kensico Offshore Fund Master, Ltd. 2011-11-07 /s/ Michael B. Lowenstein, Director of Kensico Capital Management Corp., Investment Manager of Kensico Offshore Fund II Master, Ltd. 2011-11-07 /s/ Michael B. Lowenstein, Managing Member of Kensico Capital, L.L.C. 2011-11-07 /s/ Michael B. Lowenstein 2011-11-07 /s/ Thomas J. Coleman 2011-11-07