SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* KENSICO CAPITAL MANAGEMENT CORP (Last) (First) (Middle) 55 RAILROAD AVENUE, 2ND FLOOR (Street) GREENWICH CT 06830 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 11/03/2011	3. Issuer Name and Ticker or Trading Symbol WebMD Health Corp. [ WBMD ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	6,577,901(1)(2)	I(1)(2)	By Funds named in Footnotes(1)(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* KENSICO CAPITAL MANAGEMENT CORP (Last) (First) (Middle) 55 RAILROAD AVENUE, 2ND FLOOR (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Kensico Associates LP (Last) (First) (Middle) C/O KENSICO CAPITAL MANAGEMENT 55 RAILROAD AVENUE, 2ND FLOOR (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Kensico Partners, L.P. (Last) (First) (Middle) C/O KENSICO CAPITAL MANAGEMENT 55 RAILROAD AVENUE, 2ND FLOOR (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Kensico Offshore Fund Master, Ltd. (Last) (First) (Middle) C/O KENSICO CAPITAL MANAGEMENT 55 RAILROAD AVENUE, 2ND FLOOR (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Kensico Offshore Fund II Master Ltd. (Last) (First) (Middle) C/O KENSICO CAPITAL MANAGEMENT 55 RAILROAD AVENUE, 2ND FLOOR (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Kensico Capital, LLC (Last) (First) (Middle) C/O KENSICO CAPITAL MANAGEMENT 55 RAILROAD AVENUE, 2ND FLOOR (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Lowenstein Michael Bernard (Last) (First) (Middle) C/O KENSICO CAPITAL MANAGEMENT 55 RAILROAD AVENUE, 2ND FLOOR (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Coleman Thomas Jason (Last) (First) (Middle) C/O KENSICO CAPITAL MANAGEMENT 55 RAILROAD AVENUE, 2ND FLOOR (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. 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.

2. 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.

Remarks:

	/s/ Michael B. Lowenstein, Director of Kensico Capital Management Corp., LLC	11/07/2011
	/s/ Michael B. Lowenstein, Managing Member of Kensico Capital, L.L.C., General Partner of Kensico Associates, L.P.	11/07/2011
	/s/ Michael B. Lowenstein, Managing Member of Kensico Capital, L.L.C., General Partner of Kensico Partners, L.P.	11/07/2011
	/s/ Michael B. Lowenstein, Director of Kensico Capital Management Corp., Investment Manager of Kensico Offshore Fund Master, Ltd.	11/07/2011
	/s/ Michael B. Lowenstein, Director of Kensico Capital Management Corp., Investment Manager of Kensico Offshore Fund II Master, Ltd.	11/07/2011
	/s/ Michael B. Lowenstein, Managing Member of Kensico Capital, L.L.C.	11/07/2011
	/s/ Michael B. Lowenstein	11/07/2011
	/s/ Thomas J. Coleman	11/07/2011
	** Signature of Reporting Person	Date
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