0000904454-11-000562.txt : 20111107 0000904454-11-000562.hdr.sgml : 20111107 20111107170011 ACCESSION NUMBER: 0000904454-11-000562 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20111107 DATE AS OF CHANGE: 20111107 SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81047 FILM NUMBER: 111185305 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KENSICO CAPITAL MANAGEMENT CORP CENTRAL INDEX KEY: 0001113000 IRS NUMBER: 134079277 FILING VALUES: FORM TYPE: SC 13G/A 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 SC 13G/A 1 s13ga_110711-webmd.htm AMENDMENT 3 TO SCHEDULE 13G FOR WEBMD HEALTH CORP BY KENSICO CAPITAL MANAGEMENT s13ga_110711-webmd.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No. 3*)
 
WebMD Health Corp.
(Name of Issuer)
 
Common Stock, $.01 par value
(Title of Class of Securities)
 
94770V102
(CUSIP Number)
 
November 3, 2011
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[ ]       Rule 13d-1(b)
[X]       Rule 13d-1(c)
[ ]       Rule 13d-1(d)
 
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
 
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 

 

 
 

Cusip No. 94770V102
 
1.
Names of Reporting Person
 
 
I.R.S. Identification Nos. of Above Persons (entities only)
Kensico Capital Management Corporation
 
13-4079277
2.
Check the Appropriate Box
if a Member of a Group
(a) [ ]
(b) [ ]
3.
SEC Use Only
  
4.
Citizenship or Place
of Organization
Delaware
Number of
Shares Beneficially
Owned by Each
Reporting Person
With
5.
Sole Voting
Power
-0-
6.
Shared Voting
Power
 
6,577,901
7.
Sole Dispositive
Power
-0-
8.
Shared Dispositive Power
 
6,577,901
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
6,577,901
10.
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
 
 
[ ]
11.
Percent of Class Represented by Amount in Row (9)
11.6%
12.
Type of Reporting Person
CO


 
 

Cusip No. 94770V102

1.
Names of Reporting Person
 
I.R.S. Identification Nos. of Above Persons (entities only)
Michael Lowenstein
2.
Check the Appropriate Box
if a Member of a Group
(a) [ ]
(b) [ ]
3.
SEC Use Only
  
4.
Citizenship or Place
of Organization
United States
Number of
Shares Beneficially
Owned by Each
Reporting Person
With
5.
Sole Voting
Power
-0-
6.
Shared Voting
Power
 
6,577,901
7.
Sole Dispositive
Power
-0-
8.
Shared Dispositive Power
 
6,577,901
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
6,577,901
10.
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
 
 
[ ]
11.
Percent of Class Represented by Amount in Row (9)
11.6%
12.
Type of Reporting Person
IN, HC


 
 

Cusip No. 94770V102

1.
Names of Reporting Person
 
 
I.R.S. Identification Nos. of Above Persons (entities only)
Thomas J. Coleman
2.
Check the Appropriate Box
if a Member of a Group
(a) [ ]
(b) [ ]
3.
SEC Use Only
  
4.
Citizenship or Place
of Organization
United States
Number of
Shares Beneficially
Owned by Each
Reporting Person
With
5.
Sole Voting
Power
-0-
6.
Shared Voting
Power
 
6,577,901
7.
Sole Dispositive
Power
-0-
8.
Shared Dispositive Power
 
6,577,901
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
6,577,901
10.
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
 
 
[ ]
11.
Percent of Class Represented by Amount in Row (9)
11.6%
12.
Type of Reporting Person
IN, HC


 
 

Cusip No. 94770V102

Amendment No. 3 to Schedule 13G

Reference is hereby made to the statement on Schedule 13G filed with the Securities and Exchange Commission (the "Commission") on behalf of the Reporting Persons on November 5, 2009, Amendment No. 1 thereto filed on February 16, 2010, and Amendment No. 2 thereto filed on February 14, 2011 (as so amended, the "Schedule 13G").  Terms defined in the Schedule 13G are used herein as so defined.

The following Items of the Schedule 13G are hereby amended and restated as follows:

Item 4.                      Ownership.

For each Reporting Person:

(a)           Amount beneficially owned:

Each of Kensico Capital Management, Mr. Lowenstein and Mr. Coleman may be deemed to beneficially own the 6,577,901shares of Common Stock held for the accounts of the Funds. Of such 6,577,901 shares of Common Stock, Kensico Partners directly beneficially owns 1,516,900 shares of Common Stock, Kensico Associates directly beneficially owns 2,307,090 shares of Common Stock, Kensico Offshore directly beneficially owns 1,895,134 shares of Common Stock, and Kensico Offshore II directly beneficially owns 858,777 shares of Common Stock.

(b)           Percent of class:  11.6%

This calculation assumes 56,497,692 shares of Common Stock outstanding at the close of business on November 3, 2011.  This assumption is based on 58,672,692 shares of Common Stock reported in the Issuer's Schedule 14A filed with the Commission on August 15, 2011 to be outstanding as of August 10, 2011, and the statement by the Issuer in the Issuer's Form 8-K filed  with the Commission on October 4, 2011 that the Issuer had repurchased 1,400,000 shares of Common Stock under  the  Issuer's  existing buyback  program (which had been announced in the Issuer’s August 15, 2011 press release), and the statement by the Issuer in the Issuer's Form 8-K filed  with the Commission on November 2, 2011 that the Issuer had repurchased 775,000 shares of Common Stock after the end of the Issuer's third quarter.

(c)           Number of shares to which each Reporting Person has:

(i)           Sole power to vote or direct the vote:  -0-

(ii)           Shared power to vote or direct the vote:  6,577,901

(iii)           Sole power to dispose or to direct the disposition of:  -0-

(iv)           Shared power to dispose of or direct the disposition of:  6,577,901


 
 

Cusip No. 94770V102
 
SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: November 7, 2011
 
 
 
 
 
KENSICO CAPITAL MANAGEMENT CORP.
 
BY:
/s/ MICHAEL LOWENSTEIN
   
Signature
   
Michael Lowenstein, Authorized Signatory
   
Name/Title
     
   
/s/ MICHAEL LOWENSTEIN
   
Signature
     
     
   
/s/ THOMAS J. COLEMAN
   
Signature