0001013594-14-000645.txt : 20141016 0001013594-14-000645.hdr.sgml : 20141016 20141014161602 ACCESSION NUMBER: 0001013594-14-000645 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20141014 DATE AS OF CHANGE: 20141014 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-81047 FILM NUMBER: 141155271 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: Shannon River Fund Management LLC CENTRAL INDEX KEY: 0001301050 IRS NUMBER: 020657358 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 850 THIRD AVENUE STREET 2: 13TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212 331 6555 MAIL ADDRESS: STREET 1: 850 THIRD AVENUE STREET 2: 13TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: Shannon River Fund Management CO LLC DATE OF NAME CHANGE: 20040819 SC 13G 1 webmd13g-101314.htm OCTOBER 14, 2014 webmd13g-101314.htm
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
 
SCHEDULE 13G
(RULE 13D - 102)
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b)
 
(Amendment No. )*
 
WebMD Health Corp.
(Name of Issuer)
 
Common Stock, par value $0.01 per share
(Title of Class of Securities)
 
94770V102
(CUSIP Number)
 
October 2, 2014
(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 disclosures provided in a prior cover page.
 
The information required on 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 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).
 

 
 
 

 
 
1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Shannon River Partners LP
   
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
   
 
89,247
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
89,247
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
89,247
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
Less than 1%
   
12.
TYPE OF REPORTING PERSON
   
 
PN

 

 
 
 


 
1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Shannon River Master Fund, L.P.
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [ ]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Cayman Islands
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
5.
SOLE VOTING POWER
   
 
0
   
6.
SHARED VOTING POWER
   
 
848,803
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
848,803
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
848,803
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
2.3%
   
12.
TYPE OF REPORTING PERSON
   
 
PN

 

 
 
 


 
1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Doonbeg Master Fund, L.P.
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [ ]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Cayman Islands
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
5.
SOLE VOTING POWER
   
 
0
   
6.
SHARED VOTING POWER
   
 
1,020,350
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
1,020,350
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
1,020,350
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
2.7%
   
12.
TYPE OF REPORTING PERSON
   
 
PN

 

 

 

 
 
 


 
1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Shannon River Fund Management LLC
   
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
   
 
89,247
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
89,247
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
89,247
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
Less than 1%
   
12.
TYPE OF REPORTING PERSON
   
 
OO

 

 
 
 


 
1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Shannon River Capital Management LLC
   
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
   
 
89,247
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
89,247
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
89,247
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
Less than 1%
   
12.
TYPE OF REPORTING PERSON
   
 
OO

 

 
 
 


 
1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Shannon River Global Management, LLC
   
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
   
 
848,803
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
848,803
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
848,803
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
2.3%
   
12.
TYPE OF REPORTING PERSON
   
 
OO

 

 
 
 


 
1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Doonbeg Global Management, LLC
   
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
   
 
1,020,350
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
1,020,350
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
1,020,350
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
2.7%
   
12.
TYPE OF REPORTING PERSON
   
 
OO

 

 
 
 


 
1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Spencer Waxman
   
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
   
 
1,958,400
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
1,958,400
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
1,958,400
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
5.2%
   
12.
TYPE OF REPORTING PERSON
   
 
IN

 

 
 
 
 
This statement is filed with respect to the shares of Common Stock (as defined below) of the Issuer (as defined below) beneficially owned by the Reporting Persons identified below as of October 2, 2014 (the “Schedule 13G”).
 
Item 1(a).
Name of Issuer:
 
WebMD Health Corp. (the “Issuer”)
 
Item 1(b).
Address of Issuer’s Principal Executive Offices:
 
111 Eighth Avenue
 
New York, New York 10011
 
Item 2(a).
Name of Persons Filing:
 
The names of the persons filing this statement on Schedule 13G (collectively, the “Reporting Persons”) are:
 
 
●
Shannon River Partners LP (the “Shannon River Partners Fund”),
 
 
●
Shannon River Master Fund, L.P. (the “Shannon River Master Fund”),
 
 
●
Doonbeg Master Fund, L.P. (the “Doonbeg Fund”),
 
 
●
Shannon River Fund Management LLC (“SR Management LLC”),
 
 
●
Shannon River Capital Management LLC (“SR Capital Management”),
 
 
●
Shannon River Global Management, LLC (“SR Global Management”),
 
 
●
Doonbeg Global Management, LLC (“Doonbeg Management”), and
 
 
●
Spencer Waxman, a United States citizen (“Mr. Waxman”).
 
SR Management LLC, SR Capital Management, SR Global Management and Doonbeg Management are management entities under common control.
 
Item 2(b).
Address of Principal Business Office or, if None, Residence:
 
The principal business address for each of the Reporting Persons is 850 Third Ave, 13th Floor, New York, New York 10022.
 
Item 2(c).
Citizenship:
 
The Shannon River Partners Fund is a Delaware limited partnership.
 
Each of the SR Management LLC, SR Capital Management, SR Global Management and Doonbeg Management is a Delaware limited liability company.
 
Each of the Shannon River Master Fund and the Doonbeg Fund is a Cayman Islands limited partnership.
 
Mr. Waxman is a United States citizen.
 
Item 2(d).
Title of Class of Securities:
 
Common Stock, par value $0.01 per share (the “Common Stock”)
 
Item 2(e).
CUSIP Number:
 
94770V102
 
Item 3.
If This Statement is Filed Pursuant to Rule 13d 1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
 
 
(a)
[ ]
Broker or dealer registered under Section 15 of the Exchange Act.
       
 
(b)
[ ]
Bank as defined in Section 3(a)(6) of the Exchange Act.
       
 
(c)
[ ]
Insurance company defined in Section 3(a)(19) of the Exchange Act.
       
 
(d)
[ ]
Investment company registered under Section 8 of the Investment Company Act.
       
 
(e)
[ ]
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
       
 
(f)
[ ]
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
       
 
(g)
[ ]
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
       
 
(h)
[ ]
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
       
 
(i)
[ ]
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
       
 
(j)
[ ]
Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

 
Item 4.
Ownership.
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the Issuer.
 
(a) Amount beneficially owned by all reporting persons: 1,958,400 shares
 
(b) Percent of class: Approximately 5.2% shares of the outstanding Common Stock
 
(c) Number of shares as to which the reporting persons have:
 
(i) sole power to vote or to direct the vote: 0
 
(ii) shared power to vote or to direct the vote: 1,958,400 shares
 
(iii) sole power to dispose or to direct the disposition: 0
 
(iv) shared power to dispose or to direct the disposition: 1,958,400 shares
 
The aggregate percentage of Common Stock reported owned by each person named herein is based upon 37,600,000 shares of Common Stock outstanding, which is the total number of shares of Common Stock outstanding as reported in Exhibit (A)(1)(L) to Amendment No. 3 to the Issuer’s Schedule TO, filed with the Securities and Exchange Commission on September 15, 2014.
 
Item 5.
Ownership of Five Percent or Less of a Class.
 
If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following [  ].
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
 
Not applicable.
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
 
Not applicable.
 
Item 8.
Identification and Classification of Members of the Group.
 
See Exhibit A.
 
Item 9.
Notice of Dissolution of Group.
 
Not applicable.
 
Item 10.
Certification.
 
By signing below the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 
 
 
SIGNATURES
 
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.
 
Dated:  October 14, 2014
 
SHANNON RIVER PARTNERS LP
 
By: Shannon River Capital Management LLC, General Partner
 
By: /s/ Spencer Waxman
      Spencer Waxman, Managing Member
 

 
SHANNON RIVER MASTER FUND, L.P.
 
By: Shannon River Capital Management LLC, General Partner
 
By: /s/ Spencer Waxman
      Spencer Waxman, Managing Member
 

 
DOONBEG MASTER FUND, L.P.
 
By: Doonbeg Fund Management, LLC, General Partner
 
By: /s/ Spencer Waxman
      Spencer Waxman, Managing Member
 

 
SHANNON RIVER FUND MANAGEMENT LLC
 
By: /s/ Spencer Waxman
      Spencer Waxman, Managing Member
 

 
SHANNON RIVER CAPITAL MANAGEMENT LLC
 
By: /s/ Spencer Waxman
      Spencer Waxman, Managing Member
 

 
SHANNON RIVER GLOBAL MANAGEMENT, LLC
 
By: /s/ Spencer Waxman
      Spencer Waxman, Managing Member
 

 
DOONBEG GLOBAL MANAGEMENT, LLC
 
By: /s/ Spencer Waxman
      Spencer Waxman, Managing Member
 

 
/s/ Spencer Waxman
Spencer Waxman
 
 
 
 
EXHIBIT A
 
JOINT FILING AGREEMENT
 
The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock, par value $0.01 per share, of WebMD Health Corp. dated October 14, 2014, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
 
Dated:  October 14, 2014
 
SHANNON RIVER PARTNERS LP
 
By: Shannon River Capital Management LLC, General Partner
 
By: /s/ Spencer Waxman
      Spencer Waxman, Managing Member
 

 
SHANNON RIVER MASTER FUND, L.P.
 
By: Shannon River Capital Management LLC, General Partner
 
By: /s/ Spencer Waxman
      Spencer Waxman, Managing Member
 

 
DOONBEG MASTER FUND, L.P.
 
By: Doonbeg Fund Management, LLC, General Partner
 
By: /s/ Spencer Waxman
      Spencer Waxman, Managing Member
 

 
SHANNON RIVER FUND MANAGEMENT LLC
 
By: /s/ Spencer Waxman
      Spencer Waxman, Managing Member
 

 
SHANNON RIVER CAPITAL MANAGEMENT LLC
 
By: /s/ Spencer Waxman
      Spencer Waxman, Managing Member
 

 
SHANNON RIVER GLOBAL MANAGEMENT, LLC
 
By: /s/ Spencer Waxman
      Spencer Waxman, Managing Member
 

 
DOONBEG GLOBAL MANAGEMENT, LLC
 
By: /s/ Spencer Waxman
      Spencer Waxman, Managing Member
 

 
/s/ Spencer Waxman
Spencer Waxman